Marchesini Group USA

Company Handbook

October 26, 2018

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TABLE of CONTENTS

Core Policies ...................................................................................................... 8

1.0 Welcome ....................................................................................................... 8
1.1 A Welcome Policy ...................................................................................... 8
2.0 Introductory Language and Policies .............................................................. 9
2.1 Ethics Code ............................................................................................... 9
2.2 Mission Statement ..................................................................................... 9
2.3 A Word About our Employee Relations Philosophy .................................. 10
3.0 Hiring and Orientation Policies .................................................................... 11
3.1 Certification, Licensing and Other Requirements ..................................... 11
3.2 Conflicts of Interest .................................................................................. 11
3.3 Employment of Relatives and Friends ...................................................... 11
3.4 Job Descriptions ...................................................................................... 11
3.5 New Hires and Introductory Periods ......................................................... 12
3.6 Training Program ..................................................................................... 12
3.7 Employment Authorization Verification ..................................................... 12
4.0 Wage and Hour Policies.............................................................................. 13
4.1 Attendance Policy .................................................................................... 13
4.2 Business Hours........................................................................................ 13
4.3 Direct Deposit .......................................................................................... 13
4.4 Garnishment/Child Support ...................................................................... 13
4.5 Job Abandonment .................................................................................... 13
4.6 Pay Advances .......................................................................................... 14
4.7 Travel Expenses ...................................................................................... 14
5.0 Performance, Discipline, Layoff, and Termination ....................................... 15
5.1 Outside Employment................................................................................ 15
5.2 Performance Improvement....................................................................... 15
5.3 Problem Solving Procedures.................................................................... 15
5.4 Promotions .............................................................................................. 16
5.5 Standards of Conduct .............................................................................. 16
5.6 Transfers ................................................................................................. 17
6.0 General Policies .......................................................................................... 18
6.1 Acceptable Use of Electronic Communications ....................................... 18

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 6.2 Arbitration .............................................................................................. 20
6.3 Care of Equipment ................................................................................. 20
6.4 Computer Security and Copying of Software.......................................... 21
6.5 Company Vehicle Rentals ...................................................................... 21
6.6 Document Retention .............................................................................. 22
6.7 Driving Record ....................................................................................... 22
6.8 Employer-Provided Cell Phone/Mobile Device Policy ............................. 22
6.9 Good Housekeeping .............................................................................. 23
6.10 If You Must Leave Us ............................................................................. 23
6.11 In An Emergency ................................................................................... 24
6.12 Long-term Disability Insurance ............................................................... 24
6.13 No Fraternization Policy ......................................................................... 25
6.14 Non-solicitation/Non-distribution Policy .................................................. 25
6.15 Office Supplies ....................................................................................... 26
6.16 Open Door Policy ................................................................................... 26
6.17 Personal Appearance ............................................................................ 27
6.18 Personal Cell Phone/Mobile Device Use ................................................ 28
6.19 Personal Data Changes ......................................................................... 29
6.20 Recycling and Waste Prevention............................................................ 29
6.21 Section 125 Plans .................................................................................. 30
6.22 Security.................................................................................................. 30
6.23 Security of Electronic Devices ................................................................ 31
6.24 Severe Weather & Natural Disasters...................................................... 31
6.25 Signing In and Out ................................................................................. 31
6.26 Social Media Policy ................................................................................ 32
6.27 Social Security Number Privacy and Protection of Personal Information 33
6.28 Telephone Use ...................................................................................... 34
6.29 Third Party Disclosures .......................................................................... 34
6.30 Total Quality Management ..................................................................... 35
6.31 Use of Employer Vehicles ...................................................................... 35
6.32 Visitors ................................................................................................... 35
6.33 Workplace Privacy and Right to Inspect ................................................. 36
6.34 Your Human Resource Department ....................................................... 36
7.0 Benefits....................................................................................................... 37
7.1 401(k) Plan .............................................................................................. 37
7.2 Bereavement Leave ................................................................................. 37

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 7.3 COBRA .................................................................................................. 38
7.4 Dental Insurance .................................................................................... 38
7.5 Employee Assistance Program .............................................................. 38
7.6 Exempt and Non-Exempt Personnel ...................................................... 39
7.7 Holidays ................................................................................................. 39
7.8 Leaves of Absence ................................................................................ 39
7.9 Life Insurance ........................................................................................ 40
7.10 Military Leave (USERRA) ....................................................................... 40
7.11 Regular Full-Time Personnel .................................................................. 41
7.12 Regular Part-Time Personnel ................................................................. 41
7.13 Sick Pay................................................................................................. 41
7.14 Temporary Personnel ............................................................................ 43
7.15 Unemployment Compensation Insurance Policy .................................... 43
7.16 Vision Care Insurance ............................................................................ 43
7.17 Workers' Compensation Insurance Policy .............................................. 44
8.0 Safety and Loss Prevention ........................................................................ 45
8.1 General Safety Policy ............................................................................ 45
8.2 Policy Against Workplace Violence ........................................................ 45
9.0 Trade Secrets and Inventions ..................................................................... 47
9.1 Confidentiality and Nondisclosure of Trade Secrets ............................... 47
10.0 Customer Relations .................................................................................. 48
10.1 Care of Customer Records..................................................................... 48
10.2 Conduct at Customer's Location ............................................................ 48
10.3 Confidentiality of Customer Matters ....................................................... 49
10.4 Customer, Client, and Visitor Relations .................................................. 49
10.5 Deviations in Customer Records ............................................................ 50
10.6 Discussion with Customers .................................................................... 50
California Policies ............................................................................................. 51
11.0 Welcome ................................................................................................. 51
11.1 At-Will Employment................................................................................ 51
12.0 Introductory Language and Policies .......................................................... 52
12.1 Revisions to Handbook .......................................................................... 52
13.0 Hiring and Orientation Policies .................................................................. 53
13.1 Disability Accommodation ...................................................................... 53
13.2 EEO Statement and Non-harassment Policy.......................................... 54
13.3 Religious Accommodation...................................................................... 57

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14.0 Wage and Hour Policies ............................................................................ 58
14.1 Accommodations for Nursing Mothers ................................................... 58
14.2 Meal and Rest Periods Policy ................................................................ 58
14.3 One Day Rest in Seven.......................................................................... 59
14.4 Overtime ................................................................................................ 59
14.5 Pay Period ............................................................................................. 60
14.6 Paycheck Deductions ............................................................................ 60
14.7 Recording Time ..................................................................................... 60
15.0 Performance, Discipline, Layoff, and Termination ..................................... 62
15.1 Criminal Activity/Arrests ......................................................................... 62
15.2 Disciplinary Process............................................................................... 62
15.3 Post-Employment Reference Policy ....................................................... 62
16.0 General Policies ........................................................................................ 63
16.1 Voicemail, Email, and Internet Policy ..................................................... 63
16.2 Whistleblower Policy .............................................................................. 63
17.0 Benefits ..................................................................................................... 65
17.1 Bone Marrow and Organ Donor Leave................................................... 65
17.2 Crime Victim Leave ................................................................................ 65
17.3 Disability Insurance ................................................................................ 66
17.4 Health Insurance .................................................................................... 66
17.5 Jury Duty Leave ..................................................................................... 67
17.6 Leave for Victims of Domestic Violence, Sexual Assault or Stalking ...... 67
17.7 Military Spouse Leave Policy ................................................................. 68
17.8 New Parent Leave ................................................................................. 68
17.9 Paid Family Leave Insurance ................................................................. 69
17.10 Paid Sick Leave (Lump Sum Method) .................................................... 70
17.11 Pregnancy Disability Leave (5-49 Total EE) ........................................... 71
17.12 School Visitation Leave .......................................................................... 74
17.13 Vacation Policy ...................................................................................... 74
17.14 Voting Leave .......................................................................................... 75
17.15 Witness Leave ....................................................................................... 75
18.0 Safety and Loss Prevention ...................................................................... 76
18.1 Drug and Alcohol Policy ......................................................................... 76
18.2 Heat Illness Prevention .......................................................................... 76
18.3 Nonsmoking Policy ................................................................................ 77
New Jersey Policies .......................................................................................... 78

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19.0 Welcome ................................................................................................... 78
19.1 At-Will Employment................................................................................ 78
20.0 Introductory Language and Policies .......................................................... 79
20.1 Revisions to Handbook .......................................................................... 79
21.0 Hiring and Orientation Policies .................................................................. 80
21.1 Disability Accommodation ...................................................................... 80
21.2 EEO Statement and Nonharassment Policy ........................................... 81
21.3 Religious Accommodation...................................................................... 83
22.0 Wage and Hour Policies ............................................................................ 84
22.1 Accommodations for Nursing Mothers ................................................... 84
22.2 Meal and Rest Periods ........................................................................... 84
22.3 Overtime ................................................................................................ 84
22.4 Pay Period ............................................................................................. 85
22.5 Paycheck Deductions ............................................................................ 85
22.6 Recording Time ..................................................................................... 85
23.0 Performance, Discipline, Layoff, and Termination ..................................... 86
23.1 Criminal Activity/Arrests ......................................................................... 86
23.2 Disciplinary Process............................................................................... 86
23.3 Post-Employment Reference Policy ....................................................... 86
24.0 General Policies ........................................................................................ 87
24.1 Voicemail, Email, and Internet Policy ..................................................... 87
25.0 Benefits ..................................................................................................... 88
25.1 Emergency Responders Leave ................................................................ 88
25.2 Family Leave Insurance ......................................................................... 88
25.3 Health Insurance .................................................................................... 89
25.4 Jury Duty Leave ..................................................................................... 90
25.5 New Jersey Safe Act Leave ................................................................... 90
25.6 Paid Sick Leave ..................................................................................... 91
25.7 Temporary Disability Insurance .............................................................. 94
25.8 Vacation Policy ...................................................................................... 94
25.9 Voting Leave .......................................................................................... 95
25.10 Witness Leave ....................................................................................... 95
26.0 Safety and Loss Prevention ...................................................................... 96
26.1 Drug and Alcohol Policy ......................................................................... 96
26.2 Nonsmoking Policy ................................................................................ 96
North Carolina Policies ..................................................................................... 97

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27.0 Welcome ................................................................................................... 97
27.1 At-Will Employment................................................................................ 97
28.0 Introductory Language and Policies .......................................................... 98
28.1 Revisions to Handbook .......................................................................... 98
29.0 Hiring and Orientation Policies .................................................................. 99
29.1 Disability Accommodation ...................................................................... 99
29.2 EEO Statement and Nonharassment Policy ......................................... 100
29.3 Religious Accommodation.................................................................... 102
30.0 Wage and Hour Policies .......................................................................... 103
30.1 Accommodations for Nursing Mothers ................................................. 103
30.2 Meal and Rest Periods ......................................................................... 103
30.3 Overtime .............................................................................................. 103
30.4 Pay Period ........................................................................................... 104
30.5 Paycheck Deductions .......................................................................... 104
30.6 Recording Time ................................................................................... 104
31.0 Performance, Discipline, Layoff, and Termination ................................... 106
31.1 Criminal Activity/Arrests ....................................................................... 106
31.2 Disciplinary Process............................................................................. 106
31.3 Post-Employment Reference Policy ..................................................... 106
32.0 General Policies ...................................................................................... 107
32.1 Voicemail, Email, and Internet Policy ................................................... 107
33.0 Benefits ................................................................................................... 108
33.1 Disaster Response Leave .................................................................... 108
33.2 Domestic Violence Leave ..................................................................... 109
33.3 Health Insurance .................................................................................. 109
33.4 Jury Duty Leave ................................................................................... 109
33.5 School Visitation Leave Policy ............................................................. 109
33.6 Victims of Crime Leave ........................................................................ 110
33.7 Vacation Policy .................................................................................... 110
33.8 Voting Leave ........................................................................................ 111
33.9 Witness Leave ..................................................................................... 111
34.0 Safety and Loss Prevention .................................................................... 112
34.1 Drug and Alcohol Policy ....................................................................... 112
34.2 Nonsmoking Policy .............................................................................. 112
Acknowledgement of Receipt and Review ...................................................... 113

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Core Policies

1.0 Welcome

1.1 A Welcome Policy

For those of you who are commencing employment with Marchesini Group USA
("Marchesini Group USA" or the "Company"), on behalf of the Company, let me
extend a warm and sincere welcome.

For those of you who have been with us, thank you for your past and continued
service.

This Employee Handbook has been developed to help you become acquainted
with our company and answer many of your questions. No employee
Handbook can answer every question nor would we want to restrict the normal
question and answer interchange between an employee and his or her
manager. It is through our interpersonal communications that we can better
know each other, express our views, and work together in a harmonious
relationship. The Company's policies, benefits and rules, as explained in this
Handbook, may be changed from time to time as business, employment
legislation, and economic conditions dictate. Your performance evaluations will
primarily reflect your adherence to Company policies. If you have any
questions or concerns about anything contained in this Handbook, please
consult your supervisor, the human resource manager, or me for clarification.

Our goal is to provide the finest‑ quality products and services to our customers
and to do so more efficiently and economically than our competitors. By
satisfying our customers' needs, we ensure they will continue to do business
with us and will recommend us to others.

You are an important part of this process because your work directly influences
our company's reputation.

We are glad that you are a part of our team, and we hope you will find your
work to be both challenging and rewarding.

All the best,

Roger Toll
Executive Vice President Marchesini Group USA

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2.0 Introductory Language and Policies

2.1 Ethics Code

Marchesini Group USA will conduct business honestly and ethically wherever
operations are maintained. We strive to improve the quality of our services,
products, and operations and will maintain a reputation for honesty, fairness,
respect, responsibility, integrity, trust, and sound business judgment. Our
managers and employees are expected to adhere to high standards of business
and personal integrity as a representation of our business practices.

We expect that officers, directors, and employees will not knowingly

misrepresent the Company and will not speak on behalf of the Company unless
specifically authorized. The confidentiality of trade secrets, proprietary
information, and similar confidential commercially-sensitive information (i.e.
financial or sales records/reports, marketing or business strategies/plans,
product development, customer lists, patents, trademarks, etc.) about the
Company or operations, or that of our customers or partners, is to be treated
with discretion and only disseminated on a need-to-know basis (see policies
relating to privacy).

Violation of the Code of Ethics can result in discipline, up to and including

termination of employment. The degree of discipline imposed may be influenced
by the existence of voluntary disclosure of any ethical violation and whether or
not the violator cooperated in any subsequent investigation.

2.2 Mission Statement

As with any business, revenues are an absolute necessity for maintaining jobs
and building for the future. Rather than look at generating sales and revenue as
an "undesirable task", we look at it as a "must" situation. How do we continue to
generate revenues to ensure a secure future and continued opportunities for all
employees? With teamwork. Together we must meet the challenges we face
on a daily basis.

In general, we have mentioned benefits, responsibilities and operations. We

have saved the most crucial component of this business for last -- You.

At all times, you represent the company, and it is up to each one of you to take
this responsibility seriously. Our company exists with your joint efforts. Don't
underestimate your contribution to it. A great many people outside the business
who invest their time, money and faith in us are part of that equation. They are
our customers. They will determine how fast we grow, how many people we will
employ, how many products we produce, how much service we render and the
profit we make. In order to retain these customers, we want to ensure that our
good service continues by always giving our customers the best possible value
and quality. Working together and working well provides us with a bright future
and with the most important commodity, a good reputation.

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2.3 A Word About our Employee Relations Philosophy

We are committed to providing the best possible climate for maximum

development and goal achievement for all employees. Our practice is to treat
each employee as an individual. We seek to develop a spirit of teamwork;
individuals working together to attain a common goal.

In order to maintain an atmosphere where these goals can be accomplished, we

provide a comfortable and progressive workplace. Most importantly, we have a
workplace where communication is open and problems can be discussed and
resolved in a mutually respectful atmosphere. We take into account individual
circumstances and the individual employee.

We firmly believe that with direct communication, we can continue to resolve any
difficulties that may arise and develop a mutually beneficial relationship.

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3.0 Hiring and Orientation Policies

3.1 Certification, Licensing and Other Requirements

You will be informed by the human resource manager if there are any licensing,
certification or testing requirements for your job. Failure to qualify or to maintain
a certification or license may be sufficient cause for discharge.

3.2 Conflicts of Interest

Marchesini Group USA is concerned with conflicts of interest that create actual
or potential job-related concerns, especially in the areas of confidentiality,
customer relations, safety, security, and morale. If there is any actual or
potential conflict of interest between you and a competitor, supplier, distributor,
or contractor to the Company, you must disclose it to your supervisor or the
human resource manager. If an actual or potential conflict of interest is
determined to exist, the Company will take such steps as it deems necessary to
reduce or eliminate this conflict.

3.3 Employment of Relatives and Friends

A supervisor may not hire or supervise an individual if that individual and the
supervisor have an on-going romantic relationship, including but not limited to,
marriage, or if that individual is a member of the supervisor's immediate
family. The term "immediate family" refers to parents, children, sisters,
brothers, nieces, nephews or other family members residing in the same
household.

In the case of marriage of persons within the same department, an effort will be
made to assign comparable job duties so as to minimize problems of
supervision, safety, security and morale.

The Company generally will attempt to identify other available positions, but if
no alternate position is available, the Company retains the right to decide which
employee will remain with the Company.

3.4 Job Descriptions

Marchesini Group USA attempts to maintain a job description for each position.
If you do not have a current copy of your job description, you should request
one from your supervisor or the human resource manager.

Job descriptions prepared by the Company serve as an outline only. Due to

business needs, you may be required to perform job duties that are not within
your written job description. Furthermore, the Company may have to revise, add
to, or delete from your job duties per business needs. On occasion, the
Company may need to revise job descriptions with or without advance notice to
employees.

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If you have any questions regarding your job description or the scope of your
duties, please speak with the human resource manager.

3.5 New Hires and Introductory Periods

The first 6 months of your employment is considered an introductory period.

During this period, you will become familiar with Marchesini Group USA and
your job responsibilities, and we will have the opportunity to monitor the quality
and value of your performance and make any necessary adjustments in your
job description or responsibilities. Your introductory period with the Company
can be shortened or lengthened as deemed appropriate by management and
Human Resources. Completion of this introductory period does not imply
guaranteed or continued employment. Nothing that occurs during or after this
period should be construed to change the nature of the employment
relationship.

3.6 Training Program

In most cases, and for most departments, training employees is done on an

individual basis by the department manager. Even if you have had previous
experience in the specified functions of your job duties, it is necessary for you to
learn our specific procedures, as well as the responsibilities of the specific
position. If you ever feel you require additional training, consult your supervisor
or the human resource manager.

3.7 Employment Authorization Verification

New hires will be required to complete Section 1 of federal Form I-9 on the first
day of paid employment and must present acceptable documents authorized by
the U.S. Citizenship and Immigration Services proving identity and employment
authorization no later than the third business day following the start of
employment with Marchesini Group USA. If you are currently employed and
have not complied with this requirement or if your status has changed, inform
your supervisor or the human resource manager.

If you are authorized to work in this country for a limited period of time, you will
be required to submit proof of renewed employment eligibility prior to expiration
of that period to remain employed by the Company.

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4.0 Wage and Hour Policies

4.1 Attendance Policy

Attendance and punctuality are important factors for your success within our
company. We work as a team and this requires that each person be in the right
place at the right time.

If you are going to be late for work or absent, please call the office to notify
the human resource manager or the executive vice president as far in advance
as is feasible under the circumstances, but before the start of your workday.

Personal issues requiring time away from your work, such as doctor's
appointments or other matters, should be scheduled during your nonworking
hours if possible.

Marchesini Group USA reserves the right to apply unused vacation, sick time,
or other paid time off to unauthorized absences. Absences resulting from
approved leave, vacation, or legal requirements are exceptions to the policy.

4.2 Business Hours

Because of the nature of our business, your work schedule may vary depending
on your job. Our normal business hours are 8:00 a.m. to 4:00 p.m., Monday
through Friday. Check with the human resource manager or the executive vice
president if you have questions about your hours of work

4.3 Direct Deposit

Marchesini Group USA encourages all employees to enroll in direct deposit. If

you would like to take advantage of direct deposit, ask the controller for an
application form.

4.4 Garnishment/Child Support

When an employee's wages are garnished by a court order, our company is

legally bound to withhold the amount indicated in the garnishment order from the
employee's paycheck. Our company will, however, honor applicable federal and
state guidelines that protect a certain amount of an employee's income from
being subject to garnishment.

4.5 Job Abandonment

If you fail to show up for work or call in with an acceptable reason for the
absence for a period of three consecutive days, you will be considered to have
abandoned your job and voluntarily resigned from Marchesini Group USA.

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4.6 Pay Advances

Pay advances will not be granted to employees.

4.7 Travel Expenses

The purpose of this policy is to define approved business travel expenses and
the authority for incurring and approving such expenses at Marchesini Group
USA.

Employees may be reimbursed for reasonable approved expenses incurred in

the course of business. These expenses must be approved by the accounting
department, and may include air travel, hotels, motels, meals, cab fare, tips,
rental vehicles, or gas and car mileage for personal vehicles while used for
Company business. All expenses incurred should be submitted to the
accounting department along with the receipts in a timely manner within five (5)
days of the end of the month.

Employees are expected to exercise restraint and good judgment when

incurring expenses. You should contact your manager in advance if you have
any questions about whether an expense will be reimbursed. The Company
expects employees to use sound judgment, care and discretion when selecting
accommodations, meals and transportation. Lavish, frivolous or unnecessary
expenses are against Company policy and will not be reimbursed. Employees
must have receipts for all expenses. Mileage is reimbursed at the rate as set
within the Company's sole discretion. Failure to provide receipts or other
pertinent documentation could result in a denial of reimbursement for expenses.

Abuse of this policy, including the falsification of expense reports, may result in
disciplinary action up to and including termination.

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5.0 Performance, Discipline, Layoff, and Termination

5.1 Outside Employment

Outside employment that creates a conflict of interest or that affects the quality
or value of your work performance or availability at Marchesini Group USA is
prohibited. The Company recognizes that you may seek additional employment
during off hours, but in all cases expects that any outside employment will not
affect job performance, work hours, or scheduling, or otherwise adversely affect
your ability to effectively perform your duties. Any conflicts should be reported to
the human resource manager. Failure to adhere to this policy may result in
discipline up to and including termination.

Employees may not conduct outside work or use company property, equipment
or facilities in connection with outside work while on company time.

5.2 Performance Improvement

Marchesini Group USA will make efforts to periodically review your work
performance. The performance improvement process will take place annually,
at the end of each calendar year, or as business needs dictate. You may
specifically request that your supervisor or the human resource manager assist
you in developing a performance improvement plan at any time.

The performance improvement process is a means for increasing the quality

and value of your work performance. Your initiative, effort, attitude, job
knowledge, and other factors will be addressed. You must understand that a
positive job performance review does not guarantee a pay raise or continued
employment. Pay raises and promotions are based on numerous factors, only
one of which is job performance.

5.3 Problem Solving Procedures

Marchesini Group USA strives to provide a comfortable, productive, legal, and

ethical work environment. To this end, we want you to bring any problems,
concerns, or grievances you have about the work place to the attention of
your supervisor and, if necessary, to Human Resources or upper level
management. To help manage conflict resolution we have instituted the
following problem solving procedure:

If you believe there is inappropriate conduct or activity on the part of the

Company, management, its employees, vendors, customers, or any other
persons or entities related to the Company, bring your concerns to the attention
of your supervisor at a time and place that will allow the person to properly
listen to your concern. Most problems can be resolved informally through
dialogue between you and your immediate supervisor. If you have already
brought this matter to the attention of your supervisor before and do not believe
you have received a sufficient response, or if you believe that person is the
source of the problem, present your concerns to the human resources manager

15
or the executive vice president. Describe the problem, those persons involved in
the problem, efforts you have made to resolve the problem, and any suggested
solution you may have.

5.4 Promotions

To match you with the job for which you are best suited and to meet the
business needs of Marchesini Group USA, you may be transferred from your
current job. It is our policy to promote from within only when the most qualified
candidate is available. Promotions are made on an equal opportunity basis
according to employees possessing the needed skills, education, experience,
and other qualifications that are required for the job.

5.5 Standards of Conduct

Marchesini Group USA wishes to create a work environment that promotes job
satisfaction, respect, responsibility, integrity, and value for all our employees,
clients, customers, and other stakeholders. We all share in the responsibility of
improving the quality of our work environment. By deciding to work here, you
agree to follow our rules.

While it is impossible to list everything that could be considered misconduct in

the workplace, what is outlined here is a list of common-sense infractions that
could result in discipline, up to and including immediate termination of
employment. This policy is not intended to limit our right to discipline or
discharge employees for any reason permitted by law.

Examples of inappropriate conduct include:

• Violation of the policies and procedures set forth in this handbook.

• Possessing, using, distributing, selling, or negotiating the sale of illegal
drugs or other controlled substances.
• Being under the influence of alcohol during working hours on Company
property (including in Company vehicles), or on Company business.
• Inaccurate reporting of the hours worked by you or any other employees.
• Providing knowingly inaccurate, incomplete, or misleading information
when speaking on behalf of the Company or in the preparation of any
employment-related documents including, but not limited to, job
applications, personnel files, employment review documents, intra-
company communications, or expense records.
• Taking or destroying Company property.
• Possession of potentially hazardous or dangerous property (where not
permitted) such as firearms, weapons, chemicals, etc., without prior
authorization.
• Fighting with, or harassment of (as defined in our EEO policy), any fellow
employee, vendor, or customer.
• Disclosure of Company trade secrets and proprietary and confidential
commercially-sensitive information (i.e. financial or sales records/reports,
marketing or business strategies/plans, product development

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 information, customer lists, patents, trademarks, etc.) of the Company or
its customers, contractors, suppliers, or vendors.
• Refusal or failure to follow directions or to perform a requested or
required job task.
• Refusal or failure to follow safety rules and procedures.
• Excessive tardiness or absences.
• Smoking in nondesignated areas.
• Working unauthorized overtime.
• Solicitation of fellow employees on Company premises during working.
• Failure to dress according to Company policy.
• Use of obscene or harassing (as defined by our EEO policy) language in
the workplace.
• Engaging in outside employment that interferes with your ability to
perform your job at this Company.
• Gambling on Company premises.
• Lending keys or keycards to Company property to unauthorized persons.
• Unsatisfactory job performance.
• Dishonesty
• Loitering or loafing during work time, or leaving a work area without the
permission of management.
• Stopping working prior to the end of any shift without management’s
permission.

Nothing in this policy is intended to limit your rights under the National Labor
Relations Act, or to modify the at-will employment status where at-will is not
prohibited by state law.

5.6 Transfers

Marchesini Group USA may transfer your employment from one position to
another with or without notice, as required by production or service needs, or
upon request by you and with management approval. Transfers in excess of 90
days may be considered final and your paycheck may be increased or
decreased consistent with the pay scale for your new position.

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6.0 General Policies
6.1 Acceptable Use of Electronic Communications

This policy contains guidelines for Electronic Communications created, sent,

received, used, transmitted, or stored using the company's communication
systems or equipment and employee provided systems or equipment used either
in the workplace, during working time or to accomplish work tasks. “Electronic
Communications” include, among other things, messages, images, text data or
any other information used in e-mail, instant messages, text messages, voice
mail, fax machines, computers, personal digital assistants (including Blackberry,
iPhone, iPad or similar devices), pagers, telephones, cellular and mobile phones
including those with cameras, Intranet, Internet, back-up storage, information on
a memory or flash key or card, jump or zip drive or any other type of internal or
external removable storage drives. In the remainder of this policy, all of these
communication devices are collectively referred to as “Systems.”

Acceptable Uses of Our Systems: Employees may use our Systems to

communicate internally with co-workers or externally with customers and other
business acquaintances for business purposes.

Company Control of Systems and Electronic Communications: All Electronic

Communications contained in Company Systems are Company records and/or
property. Although an employee may have an individual password to access our
Systems, the Systems and Electronic Communications belong to the company.
The Systems and Electronic Communications are accessible to the company at
all times including periodic unannounced inspections. Our Systems and
Electronic Communications are subject to use, access, monitoring, review,
recording and disclosure without further notice. Employee communications on
our system are not confidential or private.

The company's right to use, access, monitor, record and disclose Electronic
Communications without further notice applies equally to employee-provided
systems or equipment used in the workplace, during working time, or to
accomplish work tasks.

Personal Use of Our Systems: Personal communications in our Systems are

treated the same as all other Electronic Communications and will be used,
accessed, recorded, monitored, and disclosed by the company at any time
without further notice. Since all Electronic Communications and Systems can be
accessed without advance notice, employees should not use our Systems for
communication or information that employees would not want revealed to third
parties. Personal use of our System should be limited to non-working time.
Personal use of our System must be conducted in such a manner that it does not
affect smooth System operation or use a disproportional amount of the System’s
functional capacity.
Proprietary Business Information: Proprietary business information means
confidential and proprietary information related to the company's trade secrets,
business models, business services, sales agreements, pricing information,
drawings, designs, blue prints, manufacturing processes, customer lists,

18
inventions, recipes, formulas, vendor agreements, patient records, strategic
business or marketing plans, expansion plans, contracts, non-public financial
performance information and other information that derives economic value by
being protected from public consumption or competitors may only be used on
Company Systems. Proprietary business information may not be downloaded,
saved, or sent to a personal laptop, personal storage device, or personal email
account under any circumstances without advance written approval from a
member of management. Proprietary business information does not restrict
employee rights to discuss their wages, hours or other terms of employment.

Prohibited Uses of Our Systems: Employees may not use Company Systems in
a manner that is unlawful, wasteful of Company resources, or unreasonably
compromises employee productivity or the overall integrity or stability of the
company's systems. These tools are provided to assist employees with the
execution of their job duties and should not be abused. Examples of prohibited
uses include, among other things, sexually explicit messages, images, cartoons,
or jokes; propositions or love letters; ethnic or racial slurs; or any other message
or image that may be in violation of Company policies.

In addition, employees may not use our Company Systems:

• To download, save, send or access any discriminatory, obscene, or

malicious or knowingly false material;
• To download, save, send or access any music, audio or video file unless
business related;
• To download anything from the internet (including shareware or free
software) without the advance written permission of the systems
supervisor;
• To download, save, send or access any site or content that the company
might deem “adult entertainment;”
• To attempt or to gain unauthorized or unlawful access to computers,
equipment, networks, or Systems of the company or any other person or
entity;
• In connection with any infringement of intellectual property rights, including
but not limited to copyrights;
• In connection with the violation or attempted violation of any law; and
• To transmit proprietary business information or client material such as
pricing information or trade secrets.

Electronic Forgery: An employee may not misrepresent, disguise, or conceal his

or her identity or another’s identity in any way while using Electronic
Communications; make changes to Electronic Communications without clearly
indicating such changes; or use another person’s account, mail box, password,
etc. without prior written approval of the account owner and without identifying
the actual author.

Intellectual Property Rights: Employees must always respect intellectual property

rights such as copyrights and trademarks.

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System Integrity, Security, and Encryption: All Systems passwords and
encryption keys must be available and known to the company. You may not install
password or encryption programs without the written permission of the human
resource manager or the executive vice president. Employees may not use the
passwords and encryption keys belonging to others.

Applicable Laws: Numerous state and federal laws apply to Electronic

Communications. The company complies with applicable laws. Employees also
must comply with applicable laws and should recognize that an employee could
be personally liable and/or subject to fine and imprisonment for violation of
applicable laws.

Consequences of Policy Violations: Violations of this Policy may result in

disciplinary action up to and including immediate termination of an employee's
employment as well as possible civil liabilities or criminal prosecution. Where
appropriate, the company may advise legal officials or appropriate third parties of
policy violations and cooperate with official investigations. We will not, of course,
retaliate against anyone who reports possible policy violations or assists with
investigations.

If you have questions about the acceptable use of our Systems or the content of
Electronic Communications, ask your supervisor, the human resource manager
or the executive vice president for advance clarification.

6.2 Arbitration

You agree to submit any dispute that arises as to the terms and conditions of, or
any other matter concerning your employment by the Company to final and
binding arbitration under the commercial arbitration rules of the American
Arbitration Association ("AAA") in the City of New York and the cost of which,
including legal representation, shall be paid by the prevailing party. Any
conflicting provision of said rules notwithstanding, the arbitrator of any such
dispute shall be selected as follows: (i) the parties hereto shall in the first
instance attempt to agree upon an arbitrator; (ii) in the event they are unable to
agree upon any arbitrator within (30) days of the date when either party gives
written notice to the other of the existence of a dispute arbitral under the
Commercial Rules of the AAA. The parties hereto expressly waive any right to
submit any dispute that may arise as to the terms and conditions of, or any
other matter concerning your employment by the Company to any Court except
as provided in this paragraph.

6.3 Care of Equipment

You are expected to demonstrate proper care when using the company's
property and equipment. No property may be removed from the premises
without the proper authorization of management. If you lose, break or damage
any property, report it to your supervisor at once.

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6.4 Computer Security and Copying of Software

Software programs purchased and provided by Marchesini Group USA are to

be used only for creating, researching, and processing materials for Company
use. By using Company hardware, software, and networking systems you
assume personal responsibility for their use and agree to comply with this policy
and other applicable Company policies, as well as city, state, and federal laws
and regulations.

All software acquired for or on behalf of the Company, or developed by

Company employees or contract personnel on behalf of the Company, is and
will be deemed Company property. It is the policy of the Company to respect all
computer software rights and to adhere to the terms of all software licenses to
which the Company is a party. The human resource manager is responsible for
enforcing these guidelines.

You may not illegally duplicate any licensed software or related documentation.
Unauthorized duplication of software may subject you and/or the Company to
both civil and criminal penalties under the United States Copyright Act. To
purchase software, obtain your manager's approval. All software acquired by
the Company must be purchased through the human resource manager.

You may not duplicate, copy, or give software to any outsiders including clients,
contractors, customers, and others. You may use software on local area
networks or on multiple machines only in accordance with applicable license
agreements entered into by the Company.

6.5 Company Vehicle Rentals

Operators of company vehicles are responsible for the safe operation and
cleanliness of the vehicle.

Accidents involving a company vehicle must be reported to the human resource

manager or the executive vice president immediately.

Employees are responsible for any moving and parking violations and fines that
may result when operating a company vehicle.

Company vehicles should be operated by the employee only. Company vehicles

may only be used for job-related travel.

Smoking, including use of e-cigarettes, is prohibited in company vehicles.

The use of seat belts is mandatory for operators and passengers of company
vehicles.

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Employees are encouraged to take appropriate safety precautions when using
their cellular telephone. The use of cellular telephones, including texting, while
driving is prohibited. Employees are expected to comply with applicable state
laws, including the use of cellular telephones.

6.6 Document Retention

The company maintains a formal document retention policy and

procedure. Your supervisor will explain how that policy applies to you and the
work that you perform. You must retain all work products in the manner
required and for the time period required by our policy. Never destroy or delete
any work product until the retention periods specified by the company's policy
have been satisfied. Failure to comply with the company document retention
policy and procedure may result in discipline up to and including discharge.

Audits: The Company may perform auditing activity or monitoring to determine

compliance with these policies. Audits of software and data stored on the
Company's Technology Resources may be conducted without warning at any
time.

6.7 Driving Record

All employees required to operate a motor vehicle as part of their employment

duties at Marchesini Group USA must maintain a valid driver's license and
acceptable driving record. The Company may run a motor vehicle department
check to determine your driving record. It is your responsibility to provide a copy
of your current driver's license for your personnel file. Any changes in your
driving record, including but not limited to driving infractions, must be reported
to the Company.

State law requires all motorists to carry auto liability insurance. It is against the
law to drive without insurance. If you use your own vehicle as a part of your
employment duties, you must provide management with a current proof of
insurance statement or card. New proof of insurance is required every time your
policy expires and renews.

6.8 Employer-Provided Cell Phone/Mobile Device Policy

The purpose of this policy is to provide guidance to departments and employees

regarding eligibility for Marchesini Group USA-provided cell phones and plans,
and the appropriate use of the phone and plan.

You must have a legitimate business need for a cell phone/mobile device and
the issuance of same must be approved by your supervisor or the human
resource manager. The typical legitimate reasons employees may need a cell
phone/mobile device include frequent business travel or for key personnel who

22
must be immediately reachable during an emergency.

Company cellular telephones are for business purposes as previously noted.

Although the occasional use of your company cellular telephone for personal
calls may be necessary, incoming and outgoing personal calls should be kept to
a minimum.

The use of cellular telephones and tablets is not a work requirement for most
employees. Employees who are not issued a company cellular telephone will
not be reimbursed for the use of their personal cellular telephones.

Employees are expected to demonstrate proper care of their cellular telephones

and tablets. If you lose, break or damage your company cellular telephone or
tablet, report it to the executive vice president at once. All cellular telephones
and tablets issued by the company must be returned upon leaving our company
or upon transferring to a position that does not require a company cellular
telephone and tablet.

If you drive a vehicle during your employment, you may not use any cell
phone/mobile device or other communication device while driving unless the
device is equipped or configured with a "hands-free" listening/speaking option,
and you in fact utilize the hands-free device. This option must be approved by
your supervisor or the human resource manager.

The Company owns and remains entitled to all cell phone/mobile devices,
including all passwords controlling access to them. You may not change those
passwords except with permission. At the time of employment termination, all
such equipment and passwords must be returned to the Company in operable
condition.

A violation of this policy may result in disciplinary action.

6.9 Good Housekeeping

Good work habits and a neat place to work are essential for job safety and
efficiency. You are expected to keep your place of work organized and materials
in good order at all times. Report anything that needs repair or replacement to
your supervisor or the human resource manager.

6.10 If You Must Leave Us

Should you decide to leave your employment with us, we ask that you provide
your supervisor, the human resource manager, and the executive vice president
with at least two weeks' advance notice. Your thoughtfulness is appreciated and
will be noted favorably should you ever wish to reapply for employment with the
company.

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Employees, who are rehired following a break in service in excess of six months,
other than an approved leave of absence, must serve a new initial introductory
period whether or not such a period was previously completed. Such employees
are considered new employees from the effective date of their reemployment for
all purposes, including the purposes of measuring benefits.

Generally, we will confirm upon request our employees' dates of employment,

salary history, and job title.

All company property, including this Employee Handbook, must be returned at

the end of employment. Otherwise, the company may take action to recoup any
replacement costs and/or seek the return of company property through
appropriate legal recourse.

You should notify the company if your address changes during the calendar year
in which discharge occurs so that your tax information will be sent to the proper
address.

6.11 In an Emergency

Your supervisor, the human resource manager, or the executive vice president
should be notified immediately when an emergency occurs. Emergencies include
all accidents, medical situations, bomb threats, other threats of violence, and the
smell of smoke. If your supervisor, the human resource manager, or the
executive vice president is unavailable, contact the nearest company official.

Should an emergency result in the need to communicate information to

employees outside of business hours, your supervisor, the human resource
manager or the executive vice president will contact you. Therefore, it is
important that employees keep their personal emergency contact information up
to date. Notify your supervisor, the human resource manager or the executive
vice president when this information changes.

When events warrant an evacuation of the building, you should follow the
instructions of your supervisor, the human resource manager or the executive
vice president. You should leave the building in a quick and orderly manner. You
should assemble at the pre-determined location as communicated to you by your
supervisor, the human resource manager or the executive vice president to await
further instructions or information.

Please direct any questions you may have about the company's emergency
procedures to your supervisor, the human resource manager or the executive
vice president.

6.12 Long-term Disability Insurance

Eligible employees may participate in our long-term disability insurance

program.

24
Eligible full-time and part-time employees (employees work regularly work more
than 25 hours per week) may enroll in this insurance program upon completion
of their introductory period.

Long-term disability insurance provides eligible employees with a continuing

source of income after three consecutive months of total disability. The benefits
are calculated as a percentage of your salary.

The cost of this insurance is fully paid by the company.

This is intended as a summary of benefits only. Additional information may be

obtained from the human resource manager.

6.13 No Fraternization Policy

The Company recognizes that dating or related conduct between a supervisor or

manager and an employee subject to that individual's authority, either directly or
indirectly, tends to (i) undercut objective personnel decision-making, (ii) create an
appearance of favoritism, and (iii) may involve the perception of, or lead to, sexual
coercion and claims of retaliation. Similar problems can often occur when such a
relationship terminates.

Accordingly, all employees are expected to adhere to the following guidelines:

a) No supervisor or member of management may create, encourage or

maintain an intimate, dating or social relationship with another Company
employee (including a supervisor or manager) within that supervisor's or
manager's direct area of responsibility or accountability. As used herein,
an employee is within another's "direct area of responsibility or
accountability" where the latter is responsible for the former's evaluation,
promotion, day-to-day supervision or direction.
b) If a supervisor or member of management wishes to maintain or initiate an
intimate dating or social relationship with another Company employee,
including a supervisor or manager, not within his/her direct area of
responsibility or accountability, the individual seeking to continue or
commence the relationship is responsible to ensure that such relationship
is welcome by the other individual and to discontinue the relationship (or
an attempt to engage in the relationship) as soon as any indication is given
that the relationship is not welcome.

Intimate, dating or social relationships between non-supervisory employees will

only be addressed by management if and when such relationships create work
issues. Employees should report any problem in this regard to their supervisor
or the individuals designated in the Company's Non-Harassment Policy if the
situation creates a problem in the workplace.

6.14 Non-solicitation/Non-distribution Policy

To avoid disruption of business operations or disturbance of employees,

visitors, and others, Marchesini Group USA has implemented a Non-

25
solicitation/Non-distribution Policy. For purposes of this policy, "solicitation"
includes, but is not limited to, selling items or services, requesting contributions,
and soliciting or seeking to obtain membership in or support for any
organization. Solicitation performed through verbal, written, or electronic means
is covered by the Non-solicitation/Non-distribution Policy.

You are prohibited from soliciting other employees during your assigned
working time. For this purpose, working time means time during which either
you or the employees who are the object of the solicitation are expected to be
actively engaged with assigned work. You may conduct solicitations during your
lunch period, coffee breaks, or other authorized nonworking time, so long as
you do so when the other employees are also on nonworking time.

To avoid inappropriate litter, clutter, and safety risks, you may not distribute
literature or other items that are not work related in working areas at any time.
Working areas do not include break/rest areas, lunch rooms, or parking lots.
Electronic distribution of materials is prohibited during work time. Literature that
violates the company's equal employment opportunity (EEO) and non-
harassment policies (including threats of violence), or is knowingly and
recklessly false, is never permitted. Non-employees are not permitted to
distribute materials on company premises at any time.

This policy is not intended to restrict the statutory rights of employees, including
the right to discuss terms and conditions of employment.

Violations of this policy should be reported to your supervisor or the human

resource manager.

6.15 Office Supplies

Our company maintains a stock of basic office supplies such as pens, paper
clips, staples, note pads, etc. used on a day-to-day basis by employees. All
office supplies will be provided to you by the administrative assistant.

If you need additional items not regularly stocked, please speak to the
administrative assistant to place a special order. All orders must be approved
by the office manager prior to order placement.

All office supplies are for business use only and should not be removed from
the office for non-business use. Violations of this policy may result in
disciplinary action up to and including discharge.

6.16 Open Door Policy

At Marchesini Group USA, we welcome suggestions for continued improvement

and welcome your ideas for better ways to do your job, produce or sell the
products or services of our Company, or meet customer and client needs.
Discuss your ideas with your supervisor or the human resource manager or
another member of the management team.

26
We also encourage you to offer any suggestions derived from seminars,
magazines, or other outside sources of information you believe would add value
to the Company.

Understand that any suggestions, innovations, inventions, or other matter

created by you on work time or with Company tools or property are considered
to be the property of the Company.

6.17 Personal Appearance

Your personal appearance reflects on the reputation, integrity, and public image
of Marchesini Group USA. All employees are required to report to work neatly
groomed and dressed. You are expected to maintain personal hygiene habits
that are generally accepted in the community, including clean clothing, good
grooming and personal hygiene, and appropriate attire for the workplace and
the work being performed. This may include wearing uniforms or protective
safety clothing and equipment, depending upon the job. Please refer to the
following Business Attire Policy for further clarification.

Business Attire Policy: Business Casual Dress Code

The Company's objective in establishing a business casual dress code is to

allow the employees to work comfortably in the workplace whilst projecting a
professional image for our customers, potential employees and community
visitors.

As a sales and service-based company, we expect that your attire, although

business casual, will exhibit common sense and professionalism. Customers
make decisions about the quality of our products and services based on their
interaction with you and the image you portray as a representative of the
Company.

Examples of appropriate business casual attire to be worn when visiting

customers include:

• Button-down dress or Oxford shirt with pressed khaki pants or slacks;

• Sweater and a shirt with corduroy pants;
• Blouse or sweater with a skirt, slacks or clean, dark jeans;
• Pantsuits and sports jackets;
• Polo shirts are permitted in tropical climates only such as the Caribbean
(PR, Barbados, etc…) and Florida. Polos are not permitted outside
these specified areas;
• Dress shoes or loafers.

Service Team Attire is specific to our service technicians and takes into
account safety and motion requirements of those performing service and
maintenance duties on either the Company’s premises or at a customer’s site.
Therefore, the following attire is required for all service technicians:

27
 • Polo with company logo – Can be either a MGUSA or Marchesini Group
SpA polo;
• Dockers-type trousers or dark colored jeans;
• Company sweatshirt or sweater;
• Safety shoes.

Examples of inappropriate attire include but not limited to:

• Ripped/torn, frayed or worn jeans;

• Low hanging jeans, pants, slacks or skirts;
• Mini-skirts;
• T-shirts;
• Midriff or halter-tops;
• Tops with bare shoulders;
• Footwear such as flip flops or gym sneakers.

If attire fails to meet the above-referenced standards as determined by your

supervisor and/or by the Human Resource Manager, he or she may take
corrective action and require you to leave the work area and make the
necessary changes to comply with Company policy. All other policies regarding
personal time use will apply. Progressive disciplinary action, up to and
including termination, will be applied if dress code violations persist.

Fragrant products, including but not limited to perfumes, colognes, and scented
body lotions or hair products, should be used in moderation out of concern for
others with sensitivities or allergies.

The Company will make every effort to reasonably accommodate employees

with disabilities or with religious beliefs that make it difficult for them to comply
fully with the personal appearance policy. Contact your supervisor or the human
resource manager to request a reasonable accommodation.

Failure to comply with the personal appearance standards may result in being
sent home to groom or change clothes. Frequent violations may result in
disciplinary action, up to and including termination of employment.

6.18 Personal Cell Phone/Mobile Device Use

While Marchesini Group USA permits employees to bring personal cell phones
and other mobile devices (i.e. smart phones, PDAs, tablets, laptops) into the
workplace, you must not allow the use of such devices to interfere with your job
duties or impact workplace safety and health.

Use of personal cell phones and mobile devices at work can be distracting and
disruptive and cause a loss of productivity. Thus, you should primarily use such
personal devices during nonworking time, such as breaks and meal periods.
During this time, use devices in a manner that is courteous to those around you.
Outside of nonworking time, use of such devices should be minimal and limited
to emergency use only. If you have a device that has a camera and/or

28
audio/video recording capability, you are restricted from using those functions
on Company property unless authorized in advance by management or when
they are used in a manner consistent with your right to engage in concerted
activity under section 7 of the National Labor Relations Act (NLRA).

You are expected to comply with Company policies regarding the protection of
confidential and proprietary information when using personal devices.

While operating a vehicle on work time, the Company requires that the driver's
personal cell phone/mobile device be turned off. If you need to make or receive
a phone call while driving, pull off the road to a safe location unless you have
the correct hands-free equipment for the device that is in compliance with
applicable state laws.

You may not connect your personal device to the Company network or to
Company equipment (computers, printers, etc.).

You may have the opportunity to use your personal devices for work purposes.
Before using a personal device for work-related purposes, you must obtain
written authorization from the executive vice president. The use of personal
devices is limited to certain employees and may be limited based on
compatibility of technology. To ensure the security of Company information. If
you are authorized to use a personal device, you will receive a monthly stipend
based on the estimated use of the device. If you obtain or currently have a plan
that exceeds the monthly stipend, the Company will not be liable for the cost
difference.

Nothing in this policy is intended to prevent employees from engaging in

protected concerted activity under the NLRA.

You will be subject to disciplinary action up to and including termination of

employment for violation of this policy.

6.19 Personal Data Changes

It is your obligation to provide Marchesini Group USA with your current contact
information, including current mailing address and telephone number. Inform
the Company of any changes to your marital or tax withholding status. Failure to
do so may result in loss of benefits or delayed receipt of W-2 and other
mailings. To make changes to this information, contact the human resource
manager.

6.20 Recycling and Waste Prevention

The company is committed to the environment and its future. Therefore, recycling
containers are located throughout the building for the collection of recyclable
materials. Waste of time, materials and utilities is costly to the company. If you
have any waste prevention ideas, please advise the office manager in writing.

29
6.21 Section 125 Plans

Our company offers a pretax contribution option for employees. This employee
benefit is known as a Section 125 plan.

A Section 125 plan is a benefit plan that allows you to make contributions
toward premiums for medical insurance, dental insurance, vision care insurance
and out-of-pocket medical expenses or dependent care expenses on a “before
tax”, rather than an “after tax” basis. Your premium contributions and qualified
expenses are deducted from your gross pay before income taxes and Social
Security is calculated.

To participate in this plan, complete an election form and return it to the human
resource manager.

You cannot make any changes to your pretax contributions until the next open
enrollment period, unless your family status changes or you become eligible for
a special enrollment period due to a loss of coverage. Family status changes
include marriage, divorce, death of a spouse or child, birth or adoption of a child
or discharge of employment of your spouse. A change in election due to a change
in family status is effective the next pay period.

6.22 Security

All employees are responsible for helping to make Marchesini Group USA a
secure work environment. Upon leaving work, lock all desks, lockers, and doors
protecting valuable or sensitive material in your work area and report any lost or
stolen keys, passes, or similar devices to your supervisor or the human
resource manager immediately. Refrain from discussing specifics regarding
Company security systems, alarms, passwords, etc. with those outside of the
Company.

Immediately advise your supervisor or the human resource manager of any

known or potential security risks and/or suspicious conduct of employees,
customers, or guests of the Company. Safety and security is the responsibility
of all employees and we rely on you to help us keep our premises secure.

30
6.23 Security of Electronic Devices

Each employee provided with a laptop computer, iPad, iPhone, smart phone,
tablet or similar device is responsible for the physical security of that device. All
devices acquired for or on behalf of the company are company property. The
device must be locked up and stored in a secure location when it is not in the
immediate possession of the authorized user. In addition, the user must return
the device immediately upon request of the company. You must notify the
human resource manager or the executive vice president immediately if the
device is lost, stolen, misplaced, or damaged. All work created or performed on
the device is company property. The device is subject to inspection by the
company at any time without further advance notice. The device must be used
in a manner that complies with all company policies including the Acceptable
Use of Electronic Communications, Equal Employment Opportunity, No
Harassment, Confidentiality of Customer Matters, Care of Customer Records,
Protecting Company Information, Electronic and Voice Mail Monitoring, and
Internet Usage.

Violations of this policy may be grounds for disciplinary action up to and

including discharge.

6.24 Severe Weather & Natural Disasters

Severe weather is to be expected during certain months of the year. Natural

disasters, including earthquakes, hurricanes, mudslides, floods and fires are to
be expected from time to time. Although driving may be difficult in some areas
due to damaged highways, routes and streets, when caution is exercised the
roads are normally passable or alternate routes are available. Except in cases
of severe storms, we are all expected to work our regular hours. Time taken off
due to poor weather conditions while the business remains open is to be used
as vacation, a personal day, or is unpaid.

Exempt employees may be provided time off with pay when necessary to
comply with state and federal wage and hour laws.

If extreme weather conditions require closing of the building, you will be notified
by the human resource manager or the executive vice president. In the event
you report for work without being notified in advance that your services are not
needed, you will be compensated in accordance with applicable state and
federal wage and hour laws.

6.25 Signing In and Out

Card access system is utilized to maintain an accurate record of each

employee's attendance and location. You are required to swipe your access
card upon entering and leaving the building including lunch breaks.

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6.26 Social Media Policy

At Marchesini Group USA, we recognize the Internet provides unique

opportunities to participate in interactive discussions and share information
using a wide variety of social media. However, use of social media also
presents certain risks and carries with it certain responsibilities. To minimize
risks to the Company, you are expected to follow our guidelines for appropriate
use of social media.

This policy applies to all employees who work for the Company.

Guidelines

For purposes of this policy, social media includes all means of communicating
or posting information or content of any sort on the Internet, including to your
own or someone else's web log or blog, journal or diary, personal website,
social networking or affinity website, web bulletin board or a chat room, whether
associated or affiliated with the Company, as well as any other form of
electronic communication.

Company principles, guidelines, and policies apply to online activities just as

they apply to other areas of work. Ultimately, you are solely responsible for what
you communicate in social media. You may be personally responsible for any
litigation that may arise should you make unlawful defamatory, slanderous, or
libelous statements against any customer, manager, owner, or employees of
the Company.

Know and Follow the Rules

Ensure your postings are consistent with these guidelines. Postings that include
unlawful discriminatory remarks, harassment, and threats of violence or other
unlawful conduct will not be tolerated and may subject you to disciplinary action
up to and including termination.

Be Respectful

The Company cannot force or mandate respectful and courteous activity by

employees on social media during nonworking time. If you decide to post
complaints or criticism, avoid using statements, photographs, video, or audio
that reasonably could be viewed as unlawful, slanderous, threatening, or that
might constitute unlawful harassment. Examples of such conduct might include
defamatory or slanderous posts meant to harm someone's reputation or posts
that could contribute to a hostile work environment on the basis of race, sex,
disability, age, national origin, religion, veteran status, or any other status or
class protected by law or Company policy. Your personal posts and social
media activity should not reflect upon or refer to the Company.

Maintain Accuracy and Confidentiality

When posting information:

32
 • Maintain the confidentiality of trade secrets, intellectual property, and
confidential commercially-sensitive information (i.e. financial or sales
records/reports, marketing or business strategies/plans, product
development, customer lists, patents, trademarks, etc.) related to the
Company.
• Do not create a link from your personal blog, website, or other social
networking site to a Company website that identifies you as speaking on
behalf of the Company.
• Never represent yourself as a spokesperson for the Company. If the
Company is a subject of the content you are creating, do not represent
yourself as speaking on behalf of the Company. Make it clear in your
social media activity that you are speaking on your own behalf.
• Respect copyright, trademark, third-party rights, and similar laws and use
such protected information in compliance with applicable legal standards.

Using Social Media at Work

Do not use social media while on your work time, unless it is work related as
authorized by your manager or consistent with policies that cover equipment
owned by the Company.

Media Contacts

If you are not authorized to speak on behalf of the Company, do not speak to
the media on behalf of the Company. Direct all media inquiries for official
Company responses to Human Resources.

Retaliation and Your Rights

Retaliation or any other negative action is prohibited against anyone who,

based on a reasonable belief, reports a possible deviation from this policy or
cooperates in an investigation. Those who retaliate against others for reporting
a possible deviation from this policy or for cooperating in an investigation will be
subject to disciplinary action, up to and including termination.

Nothing in this policy is designed to interfere with, restrain, or prevent

employees from communications regarding wages, hours, or other terms and
conditions of employment, or to restrain employees in exercising any other right
protected by law. All employees have the right to engage in or refrain from such
activities.

6.27 Social Security Number Privacy and Protection of Personal

Information

To ensure to the extent practicable the confidentiality of our employees' and

applicants’ Social Security Numbers (SSNs) and confidential personal
information, no employee may acquire, disclose, transfer, or unlawfully use the
SSN or personal information of any employee except in accordance with
company policy. The release of employee SSNs, driver’s license numbers, or
financial account numbers to external parties is prohibited except where required

33
by law. Internal access to employee SSNs, driver’s license numbers, or financial
account numbers is restricted to employees with a legitimate business need for
the information.

Employee SSNs and personal information may be collected in the ordinary

course of business for the purpose of identity verification or to administer benefits
and in accordance with state and federal laws. Records that include Social
Security numbers and personal information will be maintained in accordance with
federal and state laws.

Any documents that include employee SSNs or personal information which are
to be discarded must be destroyed by shredding paper documents and running
a data scrubbing program before disposing of electronic storage media.

Any violation of this policy will result in disciplinary action up to and including
discharge.

Where this company policy and operating procedures may conflict with state law,
the state law shall supersede this policy.

This policy will not be enforced to prevent employees from discussing their wages
or other terms of employment with each other or third parties.

For more information about this policy and the company's operating procedures,
please contact the human resource manager.

6.28 Telephone Use

Marchesini Group USA phones are principally for work-related communications.

Unless there is an emergency, limit long distance telephone calls to business
purposes only. Limit personal use of Company telephones to brief
communications during rest periods where possible. Casual conversation with
friends and relatives during working hours is strongly discouraged. Telephone
use is subject to the Voicemail/Email/Internet Usage Policy.

6.29 Third Party Disclosures

From time to time, Marchesini Group USA may become involved in news stories
or potential or actual legal proceedings of various kinds. When that happens,
lawyers, former employees, newspapers, law enforcement agencies, and other
outside persons may contact our employees to obtain information about the
incident or the actual or potential lawsuit.

If you receive such a contact, you should not speak on behalf of the Company
and should refer any call requesting the position of the Company to the
executive vice president. If you have any questions about this policy or are not
certain what to do when such a contact is made, contact the executive vice
president.

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6.30 Total Quality Management

Our company is committed to Total Quality Management (TQM). We feel that

not only do our customers benefit from this effort but so do our employees. All
employees are expected to participate in TQM.

You are encouraged to offer ideas and/or constructive criticism to your

supervisors or managers. We also encourage you to take part in project teams
or problem-solving teams and cost reduction projects. Your participation in
continuous improvement is essential to the success of the company.

6.31 Use of Employer Vehicles

Company vehicles are to be used for Marchesini Group USA business only.
Unless the use of the vehicle has been approved for personal use, personal or
outside business use is strictly prohibited.

If you drive a Company vehicle, all infractions or violations while driving the
vehicle and all restrictions, suspensions, or revocations against your driver's
license must be immediately reported to the human resource manager
immediately.

When a Company vehicle cannot be operated, is unsafe for use, or has been
damaged, notify the human resource manager or the executive vice president
immediately.

As the driver of a Company vehicle, you are responsible for the vehicle while in
your charge and must not permit unauthorized persons to drive it. You are also
responsible for the daily housekeeping of the vehicle; it is to remain clean and
uncluttered.

You may not operate a motor vehicle while under the influence of alcohol or a
chemical substance or other substance that can impair judgment. You may not
operate a motor vehicle while texting, emailing, or otherwise using a cell phone
or other handheld device without utilizing a hands-free device.

Multiple driving moving violations that appear on the annual state department of
motor vehicle check will result in suspension of rights to drive a Company
vehicle or drive a personal vehicle on Company business. Suspension of rights
will continue until one year has passed with no infractions. If there are persistent
and ongoing problems with driving infractions, and driving a vehicle is a part of
successful execution of job responsibilities, you may be terminated.

6.32 Visitors

All visitors must first check in at the reception area. Visitors are not allowed in
any area of the building without being accompanied by an authorized
employee. Under no circumstances will visitors be allowed in confidential,
unauthorized or potentially hazardous areas.

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6.33 Workplace Privacy and Right to Inspect

Marchesini Group USA property, including but not limited to lockers, phones,
computers, tablets, desks, work place areas, vehicles, or machinery, remains
under the control of the Company and is subject to inspection at any time,
without notice to any employees, and without their presence.

You should have no expectation of privacy in any of these areas. We assume

no responsibility for the loss of, or damage to, your property maintained on
Company premises including that kept in lockers and desks.

6.34 Your Human Resources Department

The Human Resources department acts as an information center for both

employees and management. This department plays an important part in
formulating and interpreting company policy and offers help with a variety of
problems and matters that concern employees and management. Human
Resources staff members are available to discuss subjects such as employment/
recruitment, benefits, employee records, safety and disciplinary problems.

36
7.0 Benefits

7.1 401(k) Plan

Our company provides eligible employees with a 401(k) Qualified Retirement

plan which is an excellent means of long-term savings for your retirement. The
company does not make any contributions to this plan as it has a retirement
plan already in place.

You can obtain a copy of the Summary Plan Description which contains the
details of the plan including eligibility and benefit provisions from the
controller. In the event of any conflict in the description of any plan, the official
plan documents, which are available for your review, shall govern. If you have
any questions regarding this plan, see the plan administrator

7.2 Bereavement Leave

Full-time employees who have completed their introductory period are eligible
for three paid days for the death of an immediate family member.

California Employees
Members of the immediate family include spouses, registered domestic
partners, parents, brothers, sisters, children, children of registered domestic
partners, grandchildren, grandparents, parents-in-law and parents of registered
domestic partners.

New Jersey Employees

Members of the immediate family include spouses, civil union partners,
domestic partners, parents, brothers, sisters, children, children of domestic
partners, grandchildren, grandparents, parents-in-law and parents of domestic
partners.

All Other Employees

Members of the immediate family include spouses, domestic partners, parents,
brothers, sisters, children, children of domestic partners, grandchildren,
grandparents, parents-in-law and parents of domestic partners.

For All Employees

If you are the primary caretaker for any family member you may be granted
bereavement time off in accordance with this policy.

Requests for bereavement leave should be made to the human resource

manager and the executive vice president as soon as possible. You are asked
to also notify your supervisor that a request for bereavement leave has been
made. Our company reserves the right to request written verification of an
employee's familial relationship to the deceased and his or her attendance at
the funeral service as a condition of the bereavement pay.

37
7.3 COBRA

The Consolidated Omnibus Budget Reconciliation Act (COBRA) provides the

opportunity for eligible Marchesini Group USA employees and their
beneficiaries to continue health insurance coverage under the Company health
plan when a "qualifying event" could result in the loss of eligibility. Qualifying
events include resignation, termination of employment, death of an employee,
reduction in hours, a leave of absence, divorce or legal separation, entitlement
to Medicare, or where a dependent child no longer meets eligibility
requirements.

Contact the human resource manager to learn more about your COBRA rights.

7.4 Dental Insurance

Eligible full-time and part-time employees (employees work regularly work more
than 25 hours per week) may enroll in a single, a single plus one dependent or
a family contract immediately upon hire.

Information and enrollment forms may be obtained from the human resource
manager.

Our company pays the full cost of a single, a single plus one dependent or a
family contract.

A booklet containing the details of the plan and the eligibility requirements may
be obtained from the human resource manager. Refer to the actual plan
document and summary plan description if you have specific questions
regarding this benefit plan. Those documents are controlling.

Upon discharge you may be entitled to continuation or conversion of the group

dental insurance plan in accordance with the terms of the policy and/or
applicable state and federal law. For more information, contact the human
resource manager.

7.5 Employee Assistance Program

Eligible full-time and part-time employees may participate in our employee

assistance program immediately upon hire.

Our BalanceWorks®, Employee Assistance Program (EAP), and Work/Life

Benefit help eligible employees and their immediate families with a wide range
of problems. Situations addressed by the EAP include marriage and family
problems, emotional problems, alcoholism and alcohol abuse, drug abuse and
dependency, financial problems, compulsive gambling and eating disorders.
Your conversations and all records are strictly confidential.

38
The administrative cost of this program is fully paid by the company. Complete
details of this program may be obtained from the human resource manager.

7.6 Exempt and Non-Exempt Personnel

If you are classified as exempt at the time of your hiring, you are not eligible for
overtime pay as otherwise required by federal, state, or local laws.

Non-exempt employees are entitled to overtime pay as required by applicable

federal and state law.

If you have a question regarding whether you are exempt or nonexempt,

contact your supervisor or the human resource manager for clarification.

7.7 Holidays

Marchesini Group USA offers the following paid holidays each year:

New Year's Eve

New Year's Day
Presidents Day
Good Friday
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve
Christmas Day

When a holiday falls on a Saturday, it will be observed the preceding Friday.

Holidays falling on a Sunday will be observed the following Monday.

Full-time employees are eligible for paid holidays immediately upon hire. Part-
time employees are not eligible for holiday pay.

Non-exempt employees must work their scheduled workday before and after
the holiday in order to be paid for the holiday, unless they are absent with prior
permission from the human resource manager and the executive vice president.

If a holiday falls on your regular day off, ask your supervisor or the human
resource manager how it affects you.

You will be compensated for holidays in accordance with federal and state law.

7.8 Leaves of Absence

Under special circumstances, full-time employees who have completed one

year of employment may be granted a leave of absence without pay. The
granting of this type of leave is normally for compelling reasons and is

39
dependent upon the written approval of the human resource manager and the
executive vice president. Written approval must be submitted at least two weeks
prior to the requested date.

Leaves may not exceed 30 days during which time no benefits will accrue.
Leaves of absence are granted only after earned vacation is exhausted.

To the extent allowed by the insurance contract, we will continue to provide

medical insurance, dental insurance and vision care insurance coverage for
employees on an authorized leave of absence, for the full length of the leave.
During this time you will be responsible for paying your portion of the monthly
premium(s).

We will make reasonable efforts to return you to the same or similar job you
held prior to the leave of absence, subject to our staffing and business
requirements.

7.9 Life Insurance

Eligible full-time and part-time employees (employees work regularly work more
than 25 hours per week) may enroll in this plan immediately upon hire.

You must complete an insurance form and designate your beneficiary.

The cost of this insurance is fully paid by the company.

Participating employees may also be covered under the plan's Accidental Death
and Dismemberment rider.

Complete details of this plan may be obtained from the human resource
manager.

7.10 Military Leave (USERRA)

Marchesini Group USA complies with applicable federal and state law regarding
military leave and re-employment rights. Unpaid military leave of absence will
be granted to members of the uniformed services in accordance with the
Uniformed Services Employment and Reemployment Rights Act of 1994
(USERRA; with amendments) and all applicable state law. You must submit
documentation of the need for leave to the human resource manager. When
returning from military leave of absence, you will be reinstated to your previous
position or a similar position, in accordance with state and federal law. You
must notify your supervisor or the human resource manager of your intent to
return to employment based on requirements of the law. For more information
regarding status, compensation, benefits, and reinstatement upon return from
military leave, contact the human resource manager.

40
7.11 Regular Full-Time Personnel

Regular full-time employees are those who have completed their introductory
period and are regularly scheduled to work more than 35 hours per week.
Unless stated otherwise or specifically permitted by law, all the benefits
provided to employees at Marchesini Group USA are for regular full-time
employees only. This includes vacation, holiday pay, health insurance, and
other benefits coverage.

7.12 Regular Part-Time Personnel

All employees who work fewer than 35 hours per week are considered part
time. Part-time employees are not eligible for Marchesini Group USA benefits
unless specified otherwise in this handbook, in the benefit plan summaries, or
specifically permitted by law.

7.13 Sick Pay

Effective October 29, 2018, eligible full-time employees will be provided 40

hours of paid sick leave at the beginning of each benefit year. For purposes of
this policy, the benefit year is any consecutive 12-month period.

Part-time employees are not eligible for paid sick days.

You may begin using sick leave after you have worked for the Company for 120
days and may not use more than 40 hours of paid sick leave in a benefit year.
Paid sick leave may be used for the following reasons:

1. Time needed for diagnosis, care, treatment of, or recovery from a mental
or physical illness, injury, or other adverse health condition, or for your
own preventative medical care;
2. Time needed to aid or care for a member of your family during diagnosis,
care, treatment of, or recovery from the family member's mental or
physical illness, injury, or other adverse health condition, or during the
family member's preventative medical care;
3. Absence necessary due to circumstances resulting from you or a family
member having been a victim of domestic or sexual violence, if the leave
allows you to obtain — for yourself or the family member — medical
attention needed to recover from physical or psychological injury or
disability caused by domestic or sexual violence; services from a
designated domestic violence agency or other victim services
organization; psychological or other counseling; relocation; or legal
services, including obtaining a restraining order or preparing for, or
participating in, any civil or criminal proceeding related to the domestic or
sexual violence;
4. Time during which you are not able to work because of a workplace
closure, or a closure of your child's school or place of care, by order of a
public official due to an epidemic or other public health emergency, or
because of the issuance by a public health authority of a determination

41
 that your or your family member's presence in the community would
jeopardize the health of others; or
5. Time needed in connection with your child to attend a school-related
conference, meeting, function, or other event requested or required by a
school administrator, teacher, or other professional staff member
responsible for the child's education, or to attend a meeting regarding
care provided to your child in connection with his or her health condition
or disability.

Family members include:

• Your child, grandchild, sibling, spouse, domestic partner, civil union

partner, parent, or grandparent.
• Your spouse, domestic partner, or civil union partner of a parent or
grandparent.
• A sibling of your spouse, domestic partner, or civil union partner.
• Any other individual related by blood to you or whose close association
with you is the equivalent of a family relationship.

Carryover

Unused sick time cannot be carried over to the following year.

Notice

If the need for paid sick time is foreseeable, you must provide seven days'
advance notice and make reasonable efforts to schedule the leave so that it
does not unduly disrupt Company operations. If you are sick and are unable to
report to work, you must notify your direct supervisor or the HR Department
before the start of the working day. If you do not report to work and you have
not reported your illness, you will not be paid for the work day.

If you are absent for three or more consecutive days, you may be requested to
provide reasonable documentation showing that the leave is being taken for
permitted purposes.

Reasonable documentation includes:

• For leave taken as described in bullets (1) and (2) above, documentation
signed by the health care professional treating you or your family
member showing the need for leave and, if possible, the number of days
of leave needed.
• For leave taken as described in bullet (3), medical documentation; a law
enforcement agency record or report; a court order; documentation that
the perpetrator of the domestic or sexual violence has been convicted of
a domestic or sexual violence offense; certification from a certified
Domestic Violence Specialist or a representative of a designated
domestic violence agency or other victim services organization; or other
documentation or certification provided by a social worker, counselor,
member of the clergy, shelter worker, health care professional, attorney,

42
 or other professional who has assisted you or your family member in
dealing with the domestic or sexual violence.
• For leave taken as described in bullet (4), a copy of the order of the
public official or the determination by the health authority.
Paid sick leave will run concurrently with the federal Family and Medical
Leave Act and/or other leaves where permitted under state and federal
law.

Payment upon Termination

You will not be paid for any unused paid sick leave when your employment
ends.

Retaliation

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

7.14 Temporary Personnel

Temporary employees are hired for a specific period or specific work project.
Marchesini Group USA reserves the right to extend the duration of temporary
employment where necessary. Temporary employees are not eligible for
benefits unless specified otherwise in this handbook or in the benefit plan
summaries, or specifically permitted by law.

7.15 Unemployment Compensation Insurance Policy

Unemployment compensation insurance is paid for by Marchesini Group USA

and provides temporary income for employees who have lost their job under
certain circumstances. Your eligibility for unemployment compensation will, in
part, be determined by the reasons for your separation from the Company.

7.16 Vision Care Insurance

Eligible full-time and part-time employees (employees work regularly work more
than 25 hours per week) may enroll in this plan immediately upon hire.

Our company pays the full cost of a single, a single plus one dependent or a
family contract.

Complete details of this plan may be obtained from the human resource
manager.

Refer to the actual plan document and summary plan description if you have
specific questions regarding this benefit plan. Those documents are controlling.

Upon discharge you may be entitled to continuation or conversion of the group

vision care insurance plan in accordance with the terms of the policy and/or

43
applicable state and federal law. For more information, contact the human
resource manager.

7.17 Workers' Compensation Insurance Policy

Workers' compensation is a no-fault system designed to provide benefits to all

employees for work-related injuries. Workers' compensation insurance
coverage is paid for by employers and governed by state law. The workers'
compensation system provides for coverage of medical treatment and
expenses, occupational disability leave, and rehabilitation services, as well as
payment for lost wages due to work related injuries. If you are injured on the job
while working at Marchesini Group USA, no matter how slightly, you are to
report the incident immediately to your supervisor or the human resource
manager. Consistent with applicable state law, failure to report an injury within a
reasonable period of time could jeopardize your claim for benefits.

To receive workers' compensation benefits, notify your supervisor or the human

resource manager immediately of your claim. If your injury is the result of an on-
the-job accident, you must fill out an accident report. You will be required to
submit a medical release before you can return to work.

44
8.0 Safety and Loss Prevention

8.1 General Safety Policy

It is the responsibility of all Marchesini Group USA employees to maintain a

healthy and safe work environment. Report all safety hazards and occupational
illnesses or injuries to your supervisor or the human resource manager as soon
as reasonably possible and complete an occupational illness or injury form as
needed. Failure to follow the Company health and safety rules may result in
disciplinary action, up to and including termination of employment.

8.2 Policy Against Workplace Violence

As the safety and security of our employees, vendors, contractors, and the
general public is in the best interests of Marchesini Group USA, we are
committed to working with our employees to provide a work environment free
from violence, intimidation, and other disruptive behavior.

Zero Tolerance Policy

The Company has a zero-tolerance policy regarding workplace violence and will
not tolerate acts or threats of violence, harassment, intimidation, and other
disruptive behavior, either physical or verbal, that occurs in the workplace or
other areas. This applies to management, co-workers, employees, and non-
employees such as contractors, customers, and visitors.

Workplace violence can include oral or written statements, gestures, or

expressions that communicate a direct or indirect threat of physical harm,
damage to property, or any intentional behavior that may cause a person to feel
threatened.

Prohibited Conduct

Prohibited conduct includes, but is not limited to:

• Physically injuring another person.

• Threatening to injure a person or damage property by any means,
including verbal, written, direct, indirect, or electronic means.
• Taking any action to place a person in reasonable fear of imminent harm
or offensive contact.
• Possessing, brandishing, or using a firearm on Company property or
while performing Company business except as permitted by state law.
• Violating a restraining order, order of protection, injunction against
harassment, or other court order.

Reporting Incidents of Violence

Report to your supervisor or the human resource manager, in accordance with

this policy, any behavior that compromises our ability to maintain a safe work
environment. All reports will be investigated immediately and kept confidential,

45
except where there is a legitimate need to know. You are expected to cooperate
in any investigation of workplace violence.

Violations

Violating this policy may subject you to criminal charges as well as discipline up
to and including immediate termination of employment.

Retaliation

Victims and witnesses of workplace violence will not be retaliated against in any
manner. In addition, you will not be subject to discipline for, based on a
reasonable belief, reporting a threat or for cooperating in an investigation.

If you initiate, participate, are involved in retaliation, or obstruct an investigation

into conduct prohibited by this policy, you will be subject to discipline up to and
including termination.

If you believe you have been wrongfully retaliated against, immediately report
the matter to the human resource manager.

46
9.0 Trade Secrets and Inventions

9.1 Confidentiality and Nondisclosure of Trade Secrets

As a condition of employment, Marchesini Group USA employees are required

to protect the confidentiality of Company trade secrets, proprietary information,
and confidential commercially-sensitive information (i.e. financial or sales
records/reports, marketing or business strategies/plans, product development,
customer lists, patents, trademarks, etc.) related to the Company. Access to this
information should be limited to a "need to know" basis and should not be used
for personal benefit, disclosed, or released without prior authorization from
management. If you have information that leads you to suspect that employees
or competitors are obtaining such information, you are required to inform your
supervisor or the human resource manager.

Violation of this policy may result in discipline or termination, and may subject
the violator to civil liability.

47
10.0 Customer Relations

10.1 Care of Customer Records

The impression that customers have of our company is based, in part, on the way
we care for their records. If we are careless with their files and records,
customers may conclude that we have the same attitude toward our technical
work. As professionals, we must respect the confidence in which we are
entrusted and ensure that customer files are handled with care.

When possible, obtain all material from customer files and then return the material
back to the files. Material should be returned in the same condition or better than
when it was received.

Under no circumstances will outside requests for customer material be fulfilled

unless prior written permission is received from the human resource manager or
the executive vice president.

10.2 Conduct at Customer's Location

The nature of our company may require that employees perform work connected
with a customer's assignment at the customer's location. The importance of
professional conduct when working in a customer's location cannot be
emphasized enough. Professional conduct is a broad term that is open to many
interpretations. The following guidelines describe appropriate conduct when
working at a customer's location:

• Limit discussions with customer employees to matters that concern their

department and level of responsibility. Long, personal discussions with
customer personnel are discouraged during working hours at the
customer's location. Such disruptions of work will only offend customer
executives and customer employees.

• Do not discuss internal affairs with customer personnel during working

hours at the customer's location.

• Avoid comments or criticisms involving other companies and their

particular work or fees.

• Refrain from discussing shortcomings or idiosyncrasies of customer

employees.

• Avoid conversations involving customer matters in all places that would

violate customer confidentiality.

• Avoid discussing procedural problems with management while customer

employees are present.

48
 • Do not borrow money from a customer unless the customer's business
involves lending money.

• Do not solicit customers for charitable donations.

• Entertain customers only after first receiving approval from the executive
vice president.

10.3 Confidentiality of Customer Matters

Our professional ethics require that each employee maintain the highest degree
of confidentiality when handling customer matters.

To maintain this professional confidence, no employee shall disclose customer

information to other customers, friends, or members of one's own family.

Questions concerning customer confidentiality may be addressed with the human

resource manager or the executive vice president.

10.4 Customer, Client, and Visitor Relations

Marchesini Group USA strives to provide the best products and services
possible to our customers and clients. Our customers and clients support this
business and generate your wages. You are expected to treat every customer,
client, or visitor with the utmost respect and courtesy during your working time.
You should never argue or act in a disrespectful manner towards a visitor or
customer during your working time. If you are having problems with a customer,
client, or visitor, notify your supervisor or the human resource manager
immediately. If a customer, client, or visitor voices a suggestion, complaint, or
concern regarding our products or services, inform your supervisor or the
human resource manager or a member of management. Lastly, make every
effort to be prompt in following up on customer, client, or visitor orders or
questions. Positive customer, client, and visitor relations will go a long way to
establishing our Company as a leader in its field.

49
10.5 Deviations in Customer Records

Occasionally you may find what appears to be an obvious clerical or

mathematical error on the part of the customer. Mistakes of this nature should
tactfully be brought to the attention of the appropriate person. When discussing
such an error, be certain of the mistake, be careful with whom it is discussed and
most importantly, be diplomatic in handling the misunderstanding.

During your career, you may discover or suspect evidence of theft,

embezzlement, defalcation or some other irregular practice on the part of the
customer or customer personnel. If such an event occurs, inform your supervisor,
the human resource manager and the executive vice president immediately.
Under no circumstances should you discuss the matter with the customer or
customer personnel.

10.6 Discussions with Customers

When working with a customer, you may be asked to offer specific suggestions
or comments regarding his or her practices.

Prior to discussing any suggestions with a customer, your recommendations must

first be approved by your supervisor, the human resource manager or the
executive vice president.

50
 California Policies

11.0 Welcome

11.1 At-Will Employment

Your employment with Marchesini Group USA is on an "at-will" basis. This

means your employment may be terminated at any time, with or without notice
and with or without cause. Likewise, we respect your right to leave the
Company at any time, with or without notice and with or without cause.

Nothing in this handbook or any other Company document should be

understood as creating a contract, guaranteed or continued employment, a right
to termination only "for cause," or any other guarantee of continued benefits or
employment. Only the executive vice president has the authority to make
promises or negotiate with regard to guaranteed or continued employment, and
any such promises are only effective if placed in writing and signed by the
executive vice president.

If a written contract between you and the Company is inconsistent with this
handbook, the written contract is controlling.

Nothing in this handbook will be interpreted, applied, or enforced to interfere

with, restrain, or coerce employees in the exercise of their rights under Section
7 of the National Labor Relations Act.

51
12.0 Introductory Language and Policies

12.1 Revisions to Handbook

This handbook is our attempt to keep you informed of the terms and conditions
of your employment, including Marchesini Group USA policies and procedures.
The handbook is not a contract. The Company reserves the right to revise, add,
or delete from this handbook as we determine to be in our best interest, except
the policy concerning at-will employment. When changes are made to the
policies and guidelines contained herein, we will endeavor to communicate
them in a timely fashion, typically in a written supplement to the handbook or in
a posting on company bulletin boards.

52
13.0 Hiring and Orientation Policies

13.1 Disability Accommodation

Marchesini Group USA complies with the Americans with Disabilities Act (ADA),
the Pregnancy Discrimination Act, and all applicable state and local fair
employment practices laws, and is committed to providing equal employment
opportunities to qualified individuals with disabilities, including disabilities
related to pregnancy, childbirth, and related conditions. Consistent with this
commitment, the Company will provide reasonable accommodation to otherwise
qualified individuals where appropriate to allow the individual to perform the
essential functions of the job, unless doing so would create an undue hardship
on the business.

If you require an accommodation because of your disability, it is your

responsibility to notify your supervisor or the human resource manager. You
may be asked to include relevant information such as:

• A description of the proposed accommodation.

• The reason you need an accommodation.
• How the accommodation will help you perform the essential functions of
your job.

After receiving your request, the Company will engage in an interactive dialogue
with you to determine the precise limitations of your disability and explore
potential reasonable accommodations that could overcome those limitations.
Where appropriate, we may need your permission to obtain additional
information from your medical provider. All medical information received by the
Company in connection with a request for accommodation will be treated as
confidential.

The Company encourages you to suggest specific reasonable accommodations

that you believe would allow you to perform your job. However, the Company is
not required to make the specific accommodation requested by you and may
provide an alternative accommodation, to the extent any reasonable
accommodation can be made without imposing an undue hardship on the
Company.

If leave is provided as a reasonable accommodation, such leave may run

concurrently with leave under the federal Family and Medical Leave Act and/or
any other leave where permitted by state and federal law.

The Company will not discriminate or retaliate against employees for requesting
an accommodation.

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13.2 EEO Statement and Nonharassment Policy

Equal Opportunity Statement

Marchesini Group USA is committed to the principles of equal employment. We

are committed to complying with all federal, state, and local laws providing
equal employment opportunities, and all other employment laws and
regulations. It is our intent to maintain a work environment that is free of
harassment, discrimination, or retaliation because of (40 and older), race,
ethnicity, religious creed, color, national origin, ancestry, physical disability,
mental disability, medical condition (including genetic characteristics), genetic
information, marital status, sex (including pregnancy, childbirth, breastfeeding
and/or related medical conditions), gender, gender identity, gender expression
(including transgender), sexual orientation, military or veteran status, citizenship
status, or any other status protected by federal, state, or local laws. The
Company is dedicated to the fulfillment of this policy in regard to all aspects of
employment, including but not limited to recruiting, hiring, placement, transfer,
training, promotion, rates of pay, and other compensation, termination, and all
other terms, conditions, and privileges of employment.

The Company will conduct a prompt and thorough investigation of all allegations
of discrimination, harassment, or retaliation, or any violation of the Equal
Employment Opportunity Policy in a confidential manner. The Company will
take appropriate corrective and remedial action, if and where warranted. The
Company prohibits retaliation against any employees who provide information
about, complain about, or assist in the investigation of any complaint of
discrimination or violation of the Equal Employment Opportunity Policy.

We are all responsible for upholding this policy. You may discuss questions
regarding equal employment opportunity with your supervisor or the human
resource manager or any other designated member of management.

Policy Against Workplace Harassment

Marchesini Group USA has a strict policy against all types of workplace
harassment, including sexual harassment and other forms of workplace
harassment based upon an individual's (40 and older), race, ethnicity, religious
creed, color, national origin, ancestry, physical disability, mental disability,
medical condition (including genetic characteristics), genetic information, marital
status, sex (including pregnancy, childbirth, breastfeeding and/or related
medical conditions), gender, gender identity, gender expression (including
transgender), sexual orientation, military or veteran status, citizenship status, or
any other status protected by federal, state, or local laws. All forms of
harassment of, or by, employees, applicants, unpaid interns, volunteers,
vendors, visitors, customers, and clients are strictly prohibited and will not be
tolerated.

Sexual Harassment

Sexual harassment is defined as unwelcome sexual advances, requests for

sexual favors, and other verbal or physical conduct of a sexual nature when (1)

54
submission to such conduct is made either explicitly or implicitly as a term or
condition of an individual's employment; (2) submission to, or rejection of such
conduct by an individual is used as the basis for employment decisions affecting
such individual; or (3) such conduct has the purpose or effect of unreasonably
interfering with an individual's work performance or creating an intimidating,
hostile, or offensive work environment.

While it is not possible to identify every act that constitutes or may constitute
sexual harassment, the following are some examples of sexual harassment:

• Unwelcome requests for sexual favors;

• Lewd or derogatory comments or jokes;
• Comments regarding sexual behavior or the body of another;
• Sexual innuendo and other vocal activity such as catcalls or whistles;
• Obscene letters, notes, emails, invitations, photographs, cartoons,
articles, or other written or pictorial materials of a sexual nature;
• Repeated requests for dates after being informed that interest is
unwelcome;
• Retaliating against another for refusing a sexual advance or reporting an
incident of possible sexual harassment to the Company or any
government agency;
• Offering or providing favors or employment benefits such as promotions,
favorable evaluations, favorable assigned duties or shifts, etc., in
exchange for sexual favors; and
• Any unwanted physical touching or assaults, or blocking or impeding
movements.

Other Harassment

Other workplace harassment is verbal or physical conduct that insults or shows

hostility or aversion toward an individual because of the individual's (40 and
older), race, ethnicity, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition (including genetic characteristics),
genetic information, marital status, sex (including pregnancy, childbirth,
breastfeeding and/or related medical conditions), gender, gender identity,
gender expression (including transgender), sexual orientation, military or
veteran status, citizenship status, or any other status protected by federal, state,
or local laws.

Again, while it is not possible to list all the circumstances that may constitute
other forms of workplace harassment, the following are some examples of
conduct that may constitute workplace harassment:

• The use of disparaging or abusive words or phrases, slurs, negative

stereotyping, or threatening, intimidating, or hostile acts that relate to the
above protected categories;
• Written or graphic material that insults, stereotypes, or shows aversion or
hostility toward an individual or group because of one of the above
protected categories and that is placed on walls, bulletin boards, email,

55
 voicemail, or elsewhere on our premises, or circulated in the workplace;
and
• A display of symbols, slogans, or items that are associated with hate or
intolerance toward any select group.

Reporting Discrimination and Harassment

If you feel that you have witnessed or have been subjected to any form of
discrimination or harassment, immediately notify the human resource manager
or any member of management.

The Company prohibits retaliation against employees who, based on a

reasonable belief, provide information about, complain, or assist in the
investigation of any complaint of harassment or discrimination.

We will promptly and thoroughly investigate any claim and take appropriate
corrective and/or remedial action where we find a claim has merit. If the
Company begins an investigation, we will endeavor to conduct the investigation
in a timely manner and will keep the investigation confidential to the extent
possible. In the same way, anyone involved in an investigation of harassment
has an obligation to keep all information about the investigation confidential.
That is why the Company will only share information about a complaint of
harassment with those who need to know about it. Failure to keep information
about an investigation confidential may result in disciplinary action.
Investigations will be documented and tracked for timely resolution.

When the investigation has been completed, the Company will normally
communicate the results of the investigation to the complaining individual, to the
alleged harasser and, if appropriate, to others who are directly involved. If our
policy against harassment is found to have been violated, appropriate corrective
action, up to and including termination, will be taken against the harasser so
that further harassment will be prevented. Both the rights of the alleged
harasser and the complainant will be considered in any investigation and
subsequent action.

Discipline for violation of this policy may include, but is not limited to, reprimand,
suspension, demotion, transfer, and discharge. If the Company determines that
harassment or discrimination occurred, corrective action will be taken to
effectively end the harassment. As necessary, the Company may monitor any
incident of harassment or discrimination to assure the inappropriate behavior
has stopped. In all cases, the Company will follow up as necessary to ensure
that no individual is retaliated against for making a complaint or cooperating
with an investigation.

In addition to our internal complaint procedure, employees may also contact

either the Equal Employment Opportunity Commission (EEOC) or the California
Department of Fair Employment and Housing (DFEH) to report unlawful
harassment. The EEOC and the DFEH serve as neutral fact-finders and will
attempt to assist the parties to voluntarily resolve their disputes. For more

56
information, contact the Office of Human Resources or the nearest EEOC or
DFEH office.

13.3 Religious Accommodation

Marchesini Group USA is dedicated to treating its employees equally and with
respect and recognizes the diversity of their religious beliefs. All employees,
unpaid interns, and volunteers may request an accommodation when their
religious beliefs cause a deviation from the Company dress or grooming code,
or the individual's schedule, basic job duties, or other aspects of employment.
The Company will consider the request, but reserves the right to offer its own
accommodation to the extent permitted by law. Some, but not all, of the factors
that the Company will consider are cost, the effect that an accommodation will
have on current established policies, and the burden on operations — including
other employees — when determining a reasonable accommodation. At no time
will the Company question the validity of a person's belief.

If you require a religious accommodation, speak with the human resource

manager.

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14.0 Wage and Hour Policies

14.1 Accommodations for Nursing Mothers

Marchesini Group USA will provide nursing mothers reasonable break time to
express milk for their infant child(ren).

If you need breaks to express milk, you may use your regular paid rest breaks
or may take other reasonable break time when needed. If possible, the break
time should run concurrently with scheduled meal and rest breaks already
provided to you. If the break time cannot run concurrently with meal and rest
breaks already provided or additional time is needed, the break time will be
unpaid if you are a nonexempt employee.

If you are nursing, the Company will make reasonable efforts to provide you a
private room in close proximity to your work area, other than a restroom, to
express breast milk. The room will be clearly designated and either have a lock
or a sign on the door to indicate when the room is in use.

Expressed milk can be stored in company refrigerators. Sufficiently mark or

label your milk to avoid confusion for other employees who may share the
refrigerator.

You are encouraged to discuss the length and frequency of these breaks with
the human resource manager.

14.2 Meal and Rest Periods Policy

Marchesini Group USA strives to provide a safe and healthy work environment
and comply with all federal and state regulations regarding meal and rest
periods. Check with your supervisor or the human resource manager regarding
procedures and schedules for meal and rest periods.

The Company requests that employees observe and accurately record meal
periods in time and attendance records. If you know in advance that you may
not be able to take an uninterrupted scheduled meal or rest period, let your
supervisor or the human resource manager know; in addition, notify your
supervisor or the human resource manager as soon as possible if you were
unable to take or were prohibited from taking an uninterrupted scheduled meal
or rest period.

Meal and rest periods are intended to provide employees with an opportunity to
be away from work, and employees are not permitted to perform any work
during meal and rest periods.

Meal Periods

If you are nonexempt and work more than five hours in a workday, you will be
provided a paid, uninterrupted 30 minute meal period no later than the end of
your fifth hour of work and will be required to "clock out" from the timekeeping

58
system. If you work fewer than six hours in a work day, you may mutually agree
with your supervisor or the human resource manager to waive the meal period.

If you are nonexempt and work more than 10 hours in a workday, you will be
provided a second unpaid, uninterrupted 30 minute meal period no later than
the end of your tenth hour of work. Depending on your occupation, if you work
no more than 12 hours in a workday and have taken the first meal period, you
may mutually agree with your supervisor or the human resource manager to
waive the second meal period.

See your supervisor or the human resource manager for procedures related to
requesting to waive a meal period in the above circumstances.

Rest Periods

If you are nonexempt, you will also be provided paid, 10-minute rest periods
based on total hours worked daily and you are not required to "clock out" from
the timekeeping system. You will receive 10 minutes of uninterrupted rest time
for every four hours of work, or major portion of each four hours worked.
Accordingly, if you work:

• Less than three and a half hours, you are not entitled to a rest period.
• Three and a half to six hours, you are entitled to a 10-minute rest period.
• Six to 10 hours, you are entitled to two 10-minute rest periods.
• Ten to 14 hours, you are entitled to three 10-minute rest periods.

Rest periods are to be taken in the middle of the four-hour work period when
possible. Rest periods should not be combined or added to meal periods or
used to start work later or end work early.

14.3 One Day Rest in Seven

In accordance with California law, nonexempt employees are generally

permitted, on average, one day of rest for every seven days of work depending
upon scheduling and business needs as well as availability and interest in
additional hours of work.

14.4 Overtime

If you are nonexempt, you may qualify for overtime pay. All overtime must be
approved in advance, in writing, by your supervisor or the human resource
manager.

At certain times Marchesini Group USA may require you to work overtime. We
will attempt to give as much notice as possible in this instance. However,
advance notice may not always be possible. Failure to work overtime when
requested or working unauthorized overtime may result in discipline, up to and
including discharge.

Unless otherwise required or exempted by law, nonexempt employees will be

59
paid one and one-half times their regular rate for all hours worked over 40 hours
in a work week, over eight hours in a work day, and for the first eight hours on
the seventh consecutive day of work in a work week. Nonexempt employees
will be paid two times their regular rate for all hours worked in excess of 12
hours in a workday or in excess of eight hours on the seventh consecutive day
of work in a workweek. Holidays, vacation days, and sick leave days do not
count as time worked for computing overtime.

14.5 Pay Period

At Marchesini Group USA, the standard pay period is biweekly for all
employees. Pay dates are Wednesday. If a pay period falls on a holiday, you
will be paid on the preceding workday. Special provisions may be required from
time to time if holidays fall on pay dates. Check with the controller if this type of
date arises.

Review your paycheck for accuracy. If you find an issue, report it to the
controller immediately.

14.6 Paycheck Deductions

Marchesini Group USA is required by law to make certain deductions from your
pay each pay period. This includes income and unemployment taxes, Federal
Insurance Contributions Act (FICA) contributions (Social Security and
Medicare), and any other deductions required under law or by court order for
wage garnishments. The amount of your tax deductions will depend on your
earnings and the number of exemptions you list on your federal Form W-4 and
applicable state withholding form. You may also authorize voluntary deductions
from your paycheck, including contributions for insurance premiums, retirement
plans, spending accounts, or other services. Your deductions will be reflected in
your wage statement.

The Company will not make deductions to your pay that are prohibited by
federal, state, or local law. If you have any questions about deductions from
your pay, contact your supervisor or the human resource manager. You will be
reimbursed in full for any isolated, inadvertent, or improper deductions, as
defined by law. If an error is found, you will receive an immediate adjustment,
which will be paid no later than your next regular payday.

14.7 Recording Time

Federal and state laws require Marchesini Group USA to keep accurate records
of hours worked by nonexempt (hourly) employees. All nonexempt employees
are required to enter their hours worked accurately, including all lunch periods
and any rest periods of more than 20 minutes.

Non-exempt employees must record their hours on time sheets. Give them to
the controller bi-weekly.

60
You are required to notify the Company of any pay discrepancies, unrecorded
or misrecorded work hours, or any involuntary missed meal or break periods.

Do not complete the time sheet of any other employees or request that they do
so for you. Be sure to indicate your days off. Any changes to your time card
must be approved of and initialed by your supervisor or the human resource
manager.

Falsification of time records or recording time for other employees may result in
discipline up to and including termination of employment.

61
15.0 Performance, Discipline, Layoff, and Termination

15.1 Criminal Activity/Arrests

Involvement in criminal activity during employment, whether on or off

Marchesini Group USA property, may result in disciplinary action including
suspension or termination of employment. Disciplinary action depends upon a
review of all factors involved, including whether or not the action was work-
related, the nature of the act, or circumstances that adversely affect attendance
or performance. Any disciplinary action is not dependent upon the disposition of
any case in court.

You are expected to be on the job, ready to work, when scheduled. Inability to
report to work as scheduled as a result of an arrest may lead to disciplinary
action, up to and including termination of employment, for violation of an
attendance policy or job abandonment.

Any disciplinary action taken will be based on information reasonably available.

This information may come from witnesses, police, or any other source as long
as management has reason to view the source as credible.

15.2 Disciplinary Process

Violation of Marchesini Group USA policies or procedures may result in

disciplinary action including demotion, transfer, leave without pay, or termination
of employment. The Company encourages a system of progressive discipline
depending on the type of prohibited conduct. However, the Company is not
required to engage in progressive discipline and may discipline or terminate
employees who violate the rules of conduct, or where the quality or value of
their work fails to meet expectations at any time. Again, any attempt at
progressive discipline does not imply that your employment is anything other
than on an "at-will" basis.

In appropriate circumstances, management will first provide you with a verbal

warning, then with one or more written warnings, and if the conduct is not
sufficiently altered, eventual demotion, transfer, forced leave, or termination of
employment. Your supervisor or the human resource manager will make every
effort possible to allow you to respond to any disciplinary action taken.
Understand that while the Company is concerned with consistent enforcement
of our policies, we are not obligated to follow any disciplinary or grievance
procedure and that depending on the circumstances, you may be disciplined or
terminated without any prior warning or procedure.

15.3 Post-Employment Reference Policy

Marchesini Group USA policy is to confirm dates of employment and job title
only. With written authorization, the Company will confirm compensation.
Forward any requests for employment verification to the human resource
manager.

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16.0 General Policies

16.1 Voicemail, Email, and Internet Policy

This Voicemail/Email/Internet Policy is intended to provide Marchesini Group

USA employees with the guidelines associated with the use of the
voicemail/email/Internet system (the system). This policy applies to all
employees and any others accessing and/or using the system through onsite or
remote terminals.

General Provisions

• The system, and all data transmitted or received through the system, is
the exclusive property of the Company. You should not have any
expectation of privacy in any communication over this system. If you are
permitted to have access to the system, you will be given a voicemail,
email, and/or Internet address and/or access code and will have use of
the system consistent with this policy.
• The Company reserves the right to monitor, intercept, and/or review all
data transmitted, received, or downloaded over the system. Any
individual who is given access to the system is hereby given notice that
the Company will exercise this right periodically, without prior notice and
without the prior consent.
• The interests of the Company in monitoring and intercepting data
include, but are not limited to: protection of Company trade secrets,
proprietary, and similar confidential commercially-sensitive information
(i.e. financial or sales records/reports, marketing or business
strategies/plans, product development, customer lists, patents,
trademarks, etc.); managing the use of the computer system; and/or
assisting employees in the management of electronic data during periods
of absence.
• You should not interpret the use of password protection as creating a
right or expectation of privacy. To protect everyone involved, no one can
have a right or expectation of privacy regarding the receipt, transmission,
or storage of data on the Company voicemail/email/Internet system.

Any employees who violate this policy will be subject to corrective action, up to
and including termination of employment. If necessary, the Company will also
advise law enforcement officials of any illegal conduct.

16.2 Whistleblower Policy

When employees notify a supervisor, manager, or an appropriate government

or law enforcement agency that they have reason to believe their employer is
violating a state or federal statute, or violating or not complying with a state or
federal rule or regulation, those employees are protected from retaliation. As
such, Marchesini Group USA has a strict policy that prohibits retaliation against
employees who make such reports while employed in any form of employment.
The Company also does not permit retaliation against employees who refuse to

63
participate in an activity that would result in a violation of a state or federal
statute, or a violation or noncompliance with a state or federal rule or regulation.

If you have information regarding possible violations of state or federal statutes,

rules, or regulations, or violations of fiduciary responsibility by the Company, we
encourage you to report it immediately to your supervisor or the human
resource manager or to the executive vice president. Alternatively, you may
contact the California State Attorney General's Whistleblower Hotline at (800)
952-5225. The Attorney General will refer your call to the appropriate
government authority for review and possible investigation.

64
17.0 Benefits

17.1 Bone Marrow and Organ Donor Leave

Marchesini Group USA provides employees, who have been employed with the
Company for at least 90 days, with paid leave for the purpose of donating
organs or bone marrow. When donating an organ to another person, you may
take up to 30 business days in any one-year period; and when donating bone
marrow, you may take up to five business days in any one-year period. The
one-year period for both leaves is measured from the date leave begins.

You are required to provide as much advance notice as possible if you wish to
take leave to donate an organ or bone marrow. Provide Human Resources with
verification from a physician that the donation will take place and that there is a
medical necessity for the donation. While this leave is paid, you must first use
10 days accrued sick or vacation time when donating an organ, or five days
accrued sick or vacation time when donating bone marrow. Leave taken under
this policy does not constitute a break in service for health insurance coverage,
accrual of vacation or sick pay, or seniority; however, the leave may not run
concurrently with FMLA or CFRA leave.

Under most circumstances, upon return from leave under this policy you will be
reinstated to the same or equivalent position; however, you will have no greater
right to reinstatement than if you had been continuously employed during the
leave. For example, if you would have been laid off had you not gone on leave,
or if your position is eliminated during the leave, then you will not be entitled to
reinstatement.

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

17.2 Crime Victim Leave

Marchesini Group USA provides employees who are the victim of a violent
felony or serious felony (or the family member of a victim of a violent felony or
serious felony) with unpaid leave in order to attend judicial proceedings related
to the crime. A family member under this policy includes a spouse, domestic
partner, child, stepchild, brother, stepbrother, sister, stepsister, mother,
stepmother, father, or stepfather.

When the need for leave is foreseeable, you must provide documentation of the
scheduled proceeding. Such notice is typically given to the victim of the crime
by a court or government agency setting the hearing, a district attorney or
prosecuting attorney's office, or a victim/witness office. If advance notice is not
possible, you must provide appropriate documentation within a reasonable time
after the absence.

Any absence from work to attend judicial proceedings will be unpaid, unless you
choose to take paid time off, such as accrued vacation or personal holiday.

65
The Company will not retaliate against employees who request or take leave in
accordance with this policy.

17.3 Disability Insurance

If you are unable to work for at least eight days due to a non-work-related
illness or injury, or a pregnancy-related disability, you may be eligible for
disability insurance benefits. Disability insurance is a component of California's
State Disability Insurance (SDI) program, which is administered by the
California Employment Development Department (EDD) and is funded by
workers through SDI payroll deductions. Disability insurance provides eligible
employees with up to 52 weeks of partial wage replacement benefits. Benefit
amounts are based on a percentage of your wages paid during a specific 12-
month base period, determined by the date your claim begins.

To apply for this benefit, you must provide written notice of the disability,
including a doctor's certificate stating the nature of the disability and your
expected date of return to work.

The SDI program does not create a right to a leave of absence, job protection,
or job reinstatement.

You are responsible for filing your claim and other forms promptly and
accurately with the EDD. To learn more about the SDI program, including
eligibility requirements and benefits, or to make a claim for DI benefits, contact
the EDD (www.edd.ca.gov).

Marchesini Group USA will be notified that you have submitted a disability
insurance claim.

17.4 Health Insurance

Eligible full-time and part-time employees (employees work regularly work more
than 25 hours per week) may enroll in a single, a single plus one dependent, or
a family contract immediately upon hire. Eligibility may be defined by state law
and/or by the insurance contract.

Information and enrollment forms may be obtained from the human resource
manager.

To assist you with the cost of this insurance, our company pays a portion of a
single, a single plus one dependent, or a family contract. You are responsible
for paying the balance through payroll deduction.

Participating employees are also covered under our medical insurance plan's
life insurance, dental insurance, prescription drug and vision care programs.

Plan details and eligibility requirements may be obtained from the human
resource manager.

66
Refer to the actual plan document and summary plan description if you have
specific questions regarding this benefit plan. Those documents are controlling.

Upon discharge you may be entitled to continuation or conversion of the group

medical insurance plan in accordance with the terms of the policy and/or
applicable state and federal law. For more information, contact the human
resource manager.

17.5 Jury Duty Leave

Marchesini Group USA encourages employees to fulfill their civic duties related
to jury duty. If you are summoned for jury duty, notify your supervisor or the
human resource manager as soon as possible to make scheduling
arrangements.

If you are classified as exempt, you will not incur any deduction in pay for a
partial week's absence due to jury duty. If you are classified as nonexempt, you
will not be compensated for time spent on jury duty. You may opt to
use vacation in place of unpaid leave.

The Company reserves the right to require employees to provide proof of jury
duty service to the extent authorized by law.

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

17.6 Leave for Victims of Domestic Violence, Sexual Assault or Stalking

Marchesini Group USA is concerned about employees who are victims of

domestic violence. If you are the victim of domestic violence, the Company will
provide you with unpaid leave to obtain a restraining order, medical treatment,
psychological counseling, assistance from a shelter or similar organization, or to
obtain relief to help ensure your own health, safety, or welfare or that of your
child, including time off to participate in safety planning. You may opt to
use vacation or any unused sick pay in place of unpaid leave.

To take advantage of the leave provided under this policy, you must provide the
Company with advance notice of the need for leave. If advance notice is not
possible, you will be required to provide one of the following certifications upon
returning to work:

• A police report showing that you were the victim of domestic violence or
sexual assault.
• A court order protecting you from the perpetrator or other evidence from
the court or prosecuting attorney that you appeared in court.
• Documentation from a medical professional, domestic violence or sexual
assault victim advocate, health care provider, or counselor showing that
your absence was due to treatment for injuries from domestic violence or
sexual assault.

67
The Company will maintain the confidentiality of anyone requesting time off
under this policy. Failure to provide the required certification may result in a
denial of the requested time off. The length of unpaid leave you may take under
this policy is limited to 12 weeks.

The Company is aware that a domestic situation may impact employees.

Accordingly, if you obtain a restraining order as the result of domestic violence,
provide a copy of the restraining order to Human Resources, in addition to a
photograph and a description of the individual who is being restrained. The
Company will not discriminate or retaliate against employees who are the victim
of domestic violence for taking time off from work for the purposes specified
herein that are related to addressing domestic violence.

17.7 Military Spouse Leave Policy

Marchesini Group USA provides up to 10 days of job-protected, unpaid leave to

employees who are the spouse or registered domestic partner of a military
member who is home on leave during a period of military deployment.

To be eligible for military spouse leave you must:

• Work an average of 20 or more hours per week; and

• Be the spouse or registered domestic partner of a member of the Armed
Forces, National Guard, or Reserves who is on leave from deployment
during a period of military conflict.

Notify your supervisor or the human resource manager of your need for leave
within two business days from the day you receive official notice that your
spouse or registered domestic partner will be on leave from deployment. You
must also provide written documentation certifying that your spouse or
registered domestic partner will be on leave from deployment during the time
you are requesting leave.

You may elect to use any available paid time off for which you are eligible under
Company policy for the purpose of taking military spouse leave, and such paid
time off will run concurrently with the leave afforded under this policy.

The Company will not discriminate or retaliate against employees who request
or take leave in accordance with this policy.

17.8 New Parent Leave

If eligible, Marchesini Group USA will provide you with up to 12 weeks of unpaid
parental leave to bond with a new child within one year of the child's birth,
adoption, or foster care placement.

To be eligible for parental leave, you must meet the following requirements:

• As of the date leave begins, you must be employed with the Company for
at least 12 months and for 1,250 hours during the previous 12 months.

68
 • You must work at a worksite where the Company employs at least 20
employees within a 75-mile radius.

If the need for leave is foreseeable because of an expected birth, adoption, or

placement, you must provide at least 30 days' written notice. If 30 days' notice
is not practicable due to a premature birth, unexpected adoption, or unexpected
foster placement, provide notice as soon as possible.

In cases where both parents are employed by the Company and are eligible for
leave, the max amount of total leave for both parents is 12 weeks. The
Company may, but is not required to, grant simultaneous leave to both parents.

While on parental leave, employees will be allowed to utilize accrued vacation

pay, paid sick time, or any other accrued paid time off.

The Company will maintain your group health insurance coverage during the
leave period under the same terms and conditions that would have applied had
the leave not been taken. If you fail to return to work after leave, the Company
may seek to recover any premiums paid for maintaining coverage by deducting
the amount from your final wages, unless the failure to return to work was due
to the continuation, recurrence, or onset of a serious health condition or other
circumstances beyond your control.

Upon returning to work at the end of leave, you will be placed in your original
job or an equivalent job with equivalent pay and benefits. You will not lose any
benefits that accrued before leave was taken. You may not, however, be
entitled to discretionary raises, promotions, bonus payments, or other benefits
that become available during leave.

The Company will not discharge or otherwise discriminate against employees

who request or take leave in accordance with this policy.

17.9 Paid Family Leave Insurance

California's Paid Family Leave (PFL) insurance program provides eligible

employees with up to six weeks of partial wage replacement in any 12-month
period to take time off from work to bond with a new child (either by birth,
adoption, or foster care placement) or to care for a seriously ill family member
(child, parent, parent-in-law, grandparent, grandchild, sibling, spouse, or
registered domestic partner). The 12-month period begins on the day a claim is
submitted.

PFL insurance is funded entirely by workers through state disability insurance

(SDI) payroll deductions. If you are currently receiving benefits from SDI or
workers' compensation insurance, you may not be eligible to receive PFL
benefits. The California PFL insurance program does not create a right to a
leave of absence, job protection, or job reinstatement.

The PFL insurance program makes benefits available to eligible employees

through the California Employment Development Department (EDD). Apply for

69
PFL insurance directly with the EDD. Contact the EDD for information on
eligibility or to obtain a claim form. Medical and other documentation may be
required.

17.10 Paid Sick Leave (Lump Sum Method)

In accordance with California's Healthy Workplaces, Healthy Families Act,

Marchesini Group USA provides all eligible employees with paid sick leave
benefits. Paid sick leave may be used:

• For the diagnosis, care, or treatment of an existing health condition or

preventive care for you or your family member (a child, your own or your
spouse/registered domestic partner's parent or legal guardian, a spouse,
a registered domestic partner, a grandparent, a grandchild, or a sibling).
• For victims of domestic violence, sexual assault, or stalking to seek care,
psychological counseling, shelter or support services, safety-related
measures, or any relief, including restraining orders, to help ensure the
health, safety, or welfare of the victim or the victim's child.

Eligibility

All employees who have worked in California for at least 30 days within a year
after beginning employment are entitled to receive paid sick time.

Lump Sum Grant and Usage

On your first day of employment, and at the beginning of each subsequent

leave year, the Company will credit eligible employees with 32 hours of paid
sick leave to use throughout the year. Any unused sick leave expires at the end
of the leave year and does not carry over to the following leave year.

You must work 90 days before you can use paid sick leave.

You may only use 32 hours (four days) of paid sick leave per year. Paid sick
leave may be taken in no less than two-hour increments.

The Company will not compensate employees for unused paid sick leave at
separation of employment. However, the Company will reinstate any previously
accrued and unused paid sick leave for employees who separate from the
Company and are rehired within one year from the date of separation.

Notice

If your need for leave is foreseeable, provide your supervisor or the human
resource manager, the Office Manager, or the human resources manager with
as much advance notice as possible. We recognize that there may be
occasions, such as sudden illness, when advance notice is not possible; in
those situations, inform your direct supervisor or the human resource manager
of the circumstances as soon as practicable before the start of each working
day. You may also be asked to provide a certification of illness to your
supervisor or the human resource manager.

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Interaction with Other Leave

Paid sick leave will run concurrently with other types of leave where permitted
under applicable law.

Retaliation

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

17.11 Pregnancy Disability Leave (5-49 Total EE)

If you are disabled by pregnancy, childbirth, or a related medical condition,

Marchesini Group USA will provide you with up to four months of unpaid
pregnancy disability leave (PDL).

Eligibility

To be eligible for PDL, you must suffer from a pregnancy-related disability. A

pregnancy-related disability is a physical or mental condition related to
pregnancy or childbirth that prevents you from performing the essential duties of
your job, or would cause undue risk to you or your pregnancy's successful
completion.

Conditions for which PDL is available include, but are not limited to:

• Severe morning sickness.

• Prenatal or postnatal care.
• Doctor ordered bed rest.
• Gestational diabetes.
• Pregnancy-induced hypertension.
• Preeclampsia.
• Post-partum depression.
• Lactation conditions such as mastitis.
• Loss or end of pregnancy.
• Recovery from loss or end of pregnancy.

Use of Leave

PDL may be taken before or after birth during any period of time (not to exceed
four months) where you are physically unable to work due to your pregnancy-
related disability. You may take PDL all at once or intermittently.

Notice and Leave Request Process

Foreseeable Need for Leave

If the need for leave is foreseeable because of an expected birth/adoption or

planned medical treatment, you must give at least 30 days' notice. If 30 days'
notice is not practicable, give notice as soon as possible. You are expected to
complete and return a leave request form prior to the beginning of leave. Failure

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to provide appropriate notice and/or complete and return the necessary
paperwork will result in the delay or denial of leave.

Unforeseeable Need for Leave

If the need for leave is unforeseeable, provide notice as soon as practicable and
possible under the facts of the particular case. Normal call-in procedures apply
to all absences from work including those for which leave under this policy may
be requested. Complete and return the necessary leave request form as soon
as possible to obtain the leave. Failure to provide appropriate notice and/or
complete and return the necessary paperwork on a timely basis will result in the
delay or denial of leave.

Leave Request Process

To request leave under this policy, obtain a leave request form from your
supervisor or the human resource manager and return the completed form to
the human resource manager. If the need for leave is unforeseeable and you
will be absent more than three days, contact the human resource manager by
telephone and request that a leave form be mailed to your home. If leave will be
fewer than three days, complete and return the leave request form upon
returning to work.

Call-In Procedures

In all instances of absence, follow the call-in procedures and standards

established for giving notice of absence from work.

Paid Leave Utilization During Pregnancy Leave

You will be required to use available sick leave during PDL; however, you may
opt to use any available vacation during your PDL in order to receive
compensation.

If you are on PDL for eight or more consecutive calendar days, you may be
eligible for partial wage replacement benefits under the California State
Disability Insurance (SDI) program. You are responsible for applying for these
benefits and can obtain forms from your health care provider.

Certification and Fitness for Duty Requirements

When requesting PDL, you must provide certification from a health care
provider to qualify for leave. Such certification must be provided within 15 days
of the request for leave unless it is not practicable under the circumstances
despite your diligent efforts. Failure to provide certification may result in leave
being delayed, denied, or revoked. At the discretion of Company, you may also
be required to obtain a second and third certification from another health care
provider at Company expense (except for military care leave). Recertification of
the continuance of a serious health condition or an injury/illness of a military
service member will also be required at appropriate intervals.

Temporary Transfer and Other Accommodations

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If you are suffering from a pregnancy related disability, you are entitled to a
temporary transfer to another position or other reasonable accommodation
based on the pregnancy-related disability if you request the transfer or
reasonable accommodation and the request is based on the medical
certification of a health care provider that a transfer or reasonable
accommodation is medically advisable, and the request can be reasonably
accommodated by the Company. All employees who are transferred to
accommodate a pregnancy-related disability have the same reinstatement and
other rights described below with respect to pregnancy-related disability leaves.

The Company may also require you to transfer temporarily to an available

alternative position with the same pay and benefits in order to accommodate
your need for intermittent leave or a reduced work schedule.

Health Insurance

The Company will maintain your health insurance coverage during leave as if
you were still working. You must continue to make timely payments of your
share of the premiums. Failure to pay premiums within 30 days of when they
are due may result in a lapse of coverage. If this occurs, you will be notified 15
days before the date coverage will lapse that coverage will terminate unless
payments are promptly made. Alternatively, at our option, the Company may
pay your share of the premiums during the leave and recover the costs of this
insurance upon your return to work. Coverage that lapses due to nonpayment of
premiums will be reinstated immediately upon return to work without a waiting
period. Under most circumstances, if you do not return to work at the end of
leave, the Company may require reimbursement for the health insurance
premiums paid during the leave.

Return to Work

Upon returning to work at the end of leave, you will be placed in your original
job or an equivalent job with equivalent pay and benefits. You will not lose any
benefits that accrued before leave was taken. You may not, however, be
entitled to discretionary raises, promotions, bonus payments, or other benefits
that become available during leave.

At the completion of PDL, you will be required to obtain a release to return to

work from your health care provider stating that you are able to resume your
original job or duties.

Failure to Return

If you fail to return to work or fail to make a request for an extension of leave
prior to the expiration of the leave, you will be deemed to have voluntarily
terminated your employment.

Alternative Employment

While on leave of absence, you may not work or be gainfully employed either
for yourself or others unless express, written permission to perform such

73
outside work has been granted by the Company. If you are on a leave of
absence and are found to be working elsewhere without permission, you will be
automatically terminated.

False Reason for Leave

You will be terminated if you provide a false reason for a leave.

Retaliation

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

17.12 School Visitation Leave

If you are the parent or guardian of a child who is suspended and are required to
appear at the child’s school, you may take time off without pay if you provide
reasonable advance notice to your supervisor, the human resource manager and
the executive vice president of the need for time off.

Exempt employees may be provided time off with pay when necessary to comply
with state and federal wage and hour laws.

17.13 Vacation Policy

Vacation is paid to regular full-time Marchesini Group USA employees as

follows:

Vacation benefits do not accrue during the first six months of employment.
Beginning in the employee's seventh month of employment the employee will
earn 1.25 days of paid vacation for each full month of employment up to a
maximum of 15 days per year.

After 10 years of service, you will receive an additional 3 days of paid vacation.
You will earn 1.50 days of paid vacation for each full month of employment up
to a maximum of 18 days per year.

After 20 years of service, you will receive an additional 2 days of paid vacation.
You will earn 1.67 days of paid vacation for each full month of employment up
to a maximum of 20 days per year.

Vacation time must be taken during the year accrued.

To be eligible for paid vacation, you must work your last scheduled day before
the vacation and the first scheduled day after the vacation, unless you receive
prior approval from the human resource manager and the executive vice
president.

Vacation time is given to employees so that they are better able to perform their
jobs when they return. For this reason, we require employees to take their

74
vacation and we do not permit employees to take pay in lieu of time off.
Vacation cannot be carried over to the following year.

Submit vacation requests in writing at least two weeks in advance to your direct
supervisor. Vacation days can be taken in full day increments only. Final
approval will be granted by the human resource manager. When possible,
vacation requests are granted, taking in to account operating requirements.
Length of employment may determine priority in scheduled vacation times.

Once an employee has earned his or her full vacation credit for the year, the
employee will not become eligible for any additional time in the subsequent year
except to the extent that the prior vacation time has been used.

In addition, employees who are out on a leave of absence do not accrue

vacation time while they are on their leave.

Upon discharge, eligible employees will be paid for accrued but unused
vacation.

17.14 Voting Leave

If your work schedule prevents you from voting on Election Day, Marchesini
Group USA will allow you a reasonable time off to vote. The time when you can
go to vote will be at the discretion of your supervisor or the human resource
manager, consistent with applicable legal requirements.

17.15 Witness Leave

If you are required by law to appear in court as a witness, you may take unpaid
time off to do so, provided you give Marchesini Group USA reasonable advance
notice.

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18.0 Safety and Loss Prevention

18.1 Drug and Alcohol Policy

Marchesini Group USA considers drug and alcohol abuse a serious matter that
will not be tolerated. The Company absolutely prohibits employees from using,
selling, possessing, or being under the influence of illegal drugs, alcohol, or a
controlled substance or prescription drug not medically authorized while at their
job, on Company property, or while on work time.

Therefore, it is Company policy that:

1. You may not report to work under the influence of alcohol, illegal drugs,
or any controlled substance or prescription drug not medically
authorized.
2. You may not possess or use alcohol, illegal drugs, or any controlled
substance or prescription drug not medically authorized while on
company property or on company business.

We also caution against use of prescribed or over-the-counter medication,

which can affect your ability to perform your job safely, or the use of prescribed
or over-the-counter medication in a manner violating the recommended dosage
or instructions from the doctor. You must have a valid prescription for any
prescription medication used while working for the Company. Inform your
supervisor or the human resource manager prior to working under the influence
of a prescribed or over-the-counter medication that may affect your ability to
perform your job safely. If the Company determines that the prescribed or over-
the-counter medication does not pose a safety risk, you will be allowed to work.
Failure to comply with these guidelines concerning prescription or over-the-
counter medication may result in disciplinary action, up to and including
termination of employment.

A violation of this policy will result in disciplinary action, up to and including

termination of employment.

18.2 Heat Illness Prevention

Marchesini Group USA is committed to complying with all applicable laws and
ensuring that employees avoid heat illness while working outside. Heat illness
may begin with mild symptoms and progress quickly to signs of serious and life-
threatening illness. All employees who work outdoors and are reasonably
anticipated to be exposed to the risk of heat illness will be provided detailed
training before starting work involving a risk of heat illness.

This policy ensures that employees working outdoors understand they are
allowed and encouraged to take preventative cool-down rest periods in provided
shaded areas whenever they feel the need to protect themselves from
overheating.

You may also be asked to take a cool-down rest period if you are observed

76
having any signs of heat illness. Access to shade is permitted at all times. Cool-
down periods are not limited in frequency and are considered time worked.

When taking a preventative cool-down rest period:

• You will be monitored and asked if you are experiencing any symptoms
of heat illness.
• You will be encouraged to remain in the shade.
• You will not be ordered back to work until any signs or symptoms of heat
illness have abated, but in no event sooner than five minutes after
accessing shade, excluding the time needed to access the shade.

The Company provides fresh, pure, and suitably cool drinking water at no
charge. When the work environment is hot, you are encouraged to frequently
drink small cups of water, with up to four cups (one quart or more) per hour
recommended, to stay hydrated.

The Company has in place effective emergency response procedures if you

show signs or report symptoms of heat illness while taking a preventative cool-
down rest period.

You must immediately report to your supervisor or the human resource

manager if you experience any symptoms or signs of heat illness or see signs
of heat illness in co-workers so that the Company can respond with medical
attention, as appropriate.

The Company will not discriminate or retaliate against employees who take
preventative cool-down rest periods in accordance with this policy.

18.3 Nonsmoking Policy

Marchesini Group USA is concerned about the effect that smoking and
secondhand smoke inhalation can have on its employees and clients. Smoking
in the office, client areas, and restrooms is prohibited.

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 New Jersey Policies

19.0 Welcome

19.1 At-Will Employment

Your employment with Marchesini Group USA is on an "at-will" basis. This

means your employment may be terminated at any time, with or without notice
and with or without cause. Likewise, we respect your right to leave the
Company at any time, with or without notice and with or without cause.

Nothing in this handbook or any other Company document should be

understood as creating a contract, guaranteed or continued employment, a right
to termination only "for cause," or any other guarantee of continued benefits or
employment. Only the executive vice president has the authority to make
promises or negotiate with regard to guaranteed or continued employment, and
any such promises are only effective if placed in writing and signed by the
executive vice president.

If a written contract between you and the Company is inconsistent with this
handbook, the written contract is controlling.

Nothing in this handbook will be interpreted, applied, or enforced to interfere

with, restrain, or coerce employees in the exercise of their rights under Section
7 of the National Labor Relations Act.

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20.0 Introductory Language and Policies

20.1 Revisions to Handbook

This handbook is our attempt to keep you informed of the terms and conditions
of your employment, including Marchesini Group USA policies and procedures.
The handbook is not a contract. The Company reserves the right to revise, add,
or delete from this handbook as we determine to be in our best interest, except
the policy concerning at-will employment. When changes are made to the
policies and guidelines contained herein, we will endeavor to communicate
them in a timely fashion, typically in a written supplement to the handbook or in
a posting on company bulletin boards.

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21.0 Hiring and Orientation Policies

21.1 Disability Accommodation

Marchesini Group USA complies with the Americans with Disabilities Act (ADA),
the Pregnancy Discrimination Act, and all applicable state and local fair
employment practices laws, and is committed to providing equal employment
opportunities to qualified individuals with disabilities, including disabilities
related to pregnancy, childbirth, and related conditions. Consistent with this
commitment, the Company will provide reasonable accommodation to otherwise
qualified individuals where appropriate to allow the individual to perform the
essential functions of the job, unless doing so would create an undue hardship
on the business.

If you require an accommodation because of your disability, it is your

responsibility to notify your supervisor or the human resource manager. You
may be asked to include relevant information such as:

• A description of the proposed accommodation.

• The reason you need an accommodation.
• How the accommodation will help you perform the essential functions of
your job.

After receiving your request, the Company will engage in an interactive dialogue
with you to determine the precise limitations of your disability and explore
potential reasonable accommodations that could overcome those limitations.
Where appropriate, we may need your permission to obtain additional
information from your medical provider. All medical information received by the
Company in connection with a request for accommodation will be treated as
confidential.

The Company encourages you to suggest specific reasonable accommodations

that you believe would allow you to perform your job. However, the Company is
not required to make the specific accommodation requested by you and may
provide an alternative accommodation, to the extent any reasonable
accommodation can be made without imposing an undue hardship on the
Company.

If leave is provided as a reasonable accommodation, such leave may run

concurrently with leave under the federal Family and Medical Leave Act and/or
any other leave where permitted by state and federal law.

The Company will not discriminate or retaliate against employees for requesting
an accommodation.

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21.2 EEO Statement and Nonharassment Policy

Equal Opportunity Statement

Marchesini Group USA is committed to the principles of equal employment. We

are committed to complying with all federal, state, and local laws providing
equal employment opportunities, and all other employment laws and
regulations. It is our intent to maintain a work environment that is free of
harassment, discrimination, or retaliation because of age, race, color, national
origin, nationality, ancestry, creed, religion, sex, pregnancy (including childbirth,
lactation, and related medical conditions), marital status, civil union status,
domestic partnership status, gender identity or expression, atypical hereditary
cellular or blood trait, American flag display, physical or mental disability,
genetic information (including testing and characteristics), veteran status,
uniformed servicemember status, or any other status protected by federal,
state, or local laws. The Company is dedicated to the fulfillment of this policy in
regard to all aspects of employment, including but not limited to recruiting,
hiring, placement, transfer, training, promotion, rates of pay, and other
compensation, termination, and all other terms, conditions, and privileges of
employment.

The Company will conduct a prompt and thorough investigation of all allegations
of discrimination, harassment, or retaliation, or any violation of the Equal
Employment Opportunity Policy in a confidential manner. The Company will
take appropriate corrective action, if and where warranted. The Company
prohibits retaliation against employees who provide information about, complain
about, or assist in the investigation of any complaint of discrimination or
violation of the Equal Employment Opportunity Policy.

We are all responsible for upholding this policy. You may discuss questions
regarding equal employment opportunity with your supervisor or the human
resource manager or any other designated member of management.

Policy Against Workplace Harassment

Marchesini Group USA has a strict policy against all types of workplace
harassment, including sexual harassment and other forms of workplace
harassment based upon an individual's age, race, color, national origin,
nationality, ancestry, creed, religion, sex, pregnancy (including childbirth,
lactation, and related medical conditions), marital status, civil union status,
domestic partnership status, gender identity or expression, atypical hereditary
cellular or blood trait, American flag display, physical or mental disability,
genetic information (including testing and characteristics), veteran status,
uniformed servicemember status, or any other status protected by federal,
state, or local laws. All forms of harassment of, or by, employees, vendors,
visitors, customers, and clients are strictly prohibited and will not be tolerated.

Sexual Harassment

Sexual harassment is defined as unwelcome sexual advances, requests for

sexual favors, and other verbal or physical conduct of a sexual nature when (1)

81
submission to such conduct is made either explicitly or implicitly as a term or
condition of an individual's employment; (2) submission to, or rejection of such
conduct by an individual is used as the basis for employment decisions affecting
such individual; or (3) such conduct has the purpose or effect of unreasonably
interfering with an individual's work performance or creating an intimidating,
hostile, or offensive work environment.

While it is not possible to identify every act that constitutes or may constitute
sexual harassment, the following are some examples of sexual harassment:

• Unwelcome requests for sexual favors;

• Lewd or derogatory comments or jokes;
• Comments regarding sexual behavior or the body of another;
• Sexual innuendo and other vocal activity such as catcalls or whistles;
• Obscene letters, notes, emails, invitations, photographs, cartoons,
articles, or other written or pictorial materials of a sexual nature;
• Repeated requests for dates after being informed that interest is
unwelcome;
• Retaliating against another for refusing a sexual advance or reporting an
incident of possible sexual harassment to the Company or any
government agency;
• Offering or providing favors or employment benefits such as promotions,
favorable evaluations, favorable assigned duties or shifts, etc., in
exchange for sexual favors; and
• Any unwanted physical touching or assaults, or blocking or impeding
movements.

Other Harassment

Other workplace harassment is verbal or physical conduct that insults or shows

hostility or aversion towards an individual because of the individual's age, race,
color, national origin, nationality, ancestry, creed, religion, sex, pregnancy
(including childbirth, lactation, and related medical conditions), marital status,
civil union status, domestic partnership status, gender identity or expression,
atypical hereditary cellular or blood trait, American flag display, physical or
mental disability, genetic information (including testing and characteristics),
veteran status, uniformed servicemember status, or any other status protected
by federal, state, or local laws.

Again, while it is not possible to list all the circumstances that may constitute
other forms of workplace harassment, the following are some examples of
conduct that may constitute workplace harassment:

• The use of disparaging or abusive words or phrases, slurs, negative

stereotyping, or threatening, intimidating, or hostile acts that relate to the
above protected categories;
• Written or graphic material that insults, stereotypes, or shows aversion or
hostility towards an individual or group because of one of the above
protected categories and that is placed on walls, bulletin boards, email,

82
 voicemail, or elsewhere on our premises, or circulated in the workplace;
and
• A display of symbols, slogans, or items that are associated with hate or
intolerance towards any select group.

Reporting Discrimination and Harassment

If you feel that you have witnessed or have been subjected to any form of
discrimination or harassment, immediately notify the human resource manager
or any member of management.

The Company prohibits retaliation against employees who, based on a

reasonable belief, provide information about, complain, or assist in the
investigation of any complaint of harassment or discrimination.

We will promptly and thoroughly investigate any claim and take appropriate
action where we find a claim has merit. To the extent possible, we will retain the
confidentiality of those who report suspected or alleged violations of the
harassment policy.

Discipline for violation of this policy may include, but is not limited to, reprimand,
suspension, demotion, transfer, and discharge. If the Company determines that
harassment or discrimination occurred, corrective action will be taken to
effectively end the harassment. As necessary, the Company may monitor any
incident of harassment or discrimination to assure the inappropriate behavior
has stopped. In all cases, the Company will follow up as necessary to ensure
that no individual is retaliated against for making a complaint or cooperating
with an investigation.

21.3 Religious Accommodation

Marchesini Group USA is dedicated to treating its employees equally and with
respect and recognizes the diversity of their religious beliefs. All employees may
request an accommodation when their religious beliefs cause a deviation from
the Company dress code or the individual's schedule, basic job duties, or other
aspects of employment. The Company will consider the request, but reserves
the right to offer its own accommodation to the extent permitted by law. Some,
but not all, of the factors that will be considered are cost, the effect that an
accommodation will have on current established policies, and the burden on
operations — including other employees — when determining a reasonable
accommodation. At no time will the Company question the validity of a person's
belief.

If you require a religious accommodation, speak with the human resource

manager.

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22.0 Wage and Hour Policies

22.1 Accommodations for Nursing Mothers

Marchesini Group USA will provide nursing mothers reasonable break time
each day to express milk for their infant child(ren).

To ensure privacy, you will be provided a private room, other than a restroom, in
close proximity to your work area to express milk. The room will be clearly
designated and either have a lock or a sign on the door to indicate when the
room is in use.

Expressed milk can be stored in company refrigerators. Sufficiently mark or

label your milk to avoid confusion for other employees who may share the
refrigerator.

You are encouraged to discuss the length and frequency of these breaks with
your supervisor or the human resource manager.

22.2 Meal and Rest Periods

Marchesini Group USA strives to provide a safe and healthy work environment
and complies with all federal and state regulations regarding meal and rest
periods. A one hour, paid meal break should be taken each day. The Company
requests that employees accurately observe and record meal and rest periods.
If you know in advance that you may not be able to take your scheduled break
or meal period, let your supervisor or the human resource manager know; in
addition, notify your supervisor or the human resource manager as soon as
possible if you were unable to or prohibited from taking a meal or rest period.

22.3 Overtime

If you are nonexempt, you may qualify for overtime pay. All overtime must be
approved in advance, in writing, by your supervisor or the human resource
manager.

At certain times Marchesini Group USA may require you to work overtime. We
will attempt to give as much notice as possible in this instance. However,
advance notice may not always be possible. Failure to work overtime when
requested or working unauthorized overtime may result in discipline, up to and
including discharge.

Unless otherwise required or exempted by law, overtime pay of one and one-
half times your regular rate of pay is paid for any hours worked in excess of 40
hours in a workweek. Holidays, vacation days, and sick leave days do not count
as time worked for computing overtime.

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22.4 Pay Period

At Marchesini Group USA, the standard pay period is biweekly for all
employees. Pay dates are Wednesday. If a pay period falls on a holiday, you
will be paid on the preceding workday. Special provisions may be required from
time to time if holidays fall on pay dates. Check with the controller if this type of
date arises.

Review your paycheck for accuracy. If you find an issue, report it to the
controller immediately.

22.5 Paycheck Deductions

Marchesini Group USA is required by law to make certain deductions from your
pay each pay period. This includes income and unemployment taxes, Federal
Insurance Contributions Act (FICA) contributions (Social Security and
Medicare), and any other deductions required under law or by court order for
wage garnishments. The amount of your tax deductions will depend on your
earnings and the number of exemptions you list on your federal Form W-4 and
applicable state withholding form. You may also authorize voluntary deductions
from your paycheck, including contributions for insurance premiums, retirement
plans, spending accounts, or other services. Your deductions will be reflected in
your wage statement.

The Company will not make deductions to your pay that are prohibited by
federal, state, or local law. If you have any questions about deductions from
your pay, contact your supervisor or the human resource manager. You will be
reimbursed in full for any isolated, inadvertent, or improper deductions, as
defined by law. If an error is found, you will receive an immediate adjustment,
which will be paid no later than your next regular payday.

22.6 Recording Time

Federal and state laws require Marchesini Group USA to keep accurate records
of hours worked by nonexempt (hourly) employees. All nonexempt employees
are required to enter their hours worked accurately, including all lunch periods
and any rest periods of more than 20 minutes. Non-exempt employees must
record their hours on time sheets. Give them to the controller bi-weekly.

You are required to notify the Company of any pay discrepancies, unrecorded
or misrecorded work hours, or any involuntary missed meal or break periods.

Do not complete the time sheet of any other employees or request that they do
so for you. Be sure to indicate your days off. Any changes to your time card
must be approved of and initialed by your supervisor or the human resource
manager.

Falsification of time records or recording time for other employees may result in
discipline up to and including termination of employment.

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23.0 Performance, Discipline, Layoff, and Termination

23.1 Criminal Activity/Arrests

Involvement in criminal activity during employment, whether on or off

Marchesini Group USA property, may result in disciplinary action including
suspension or termination of employment. Disciplinary action depends upon a
review of all factors involved, including whether or not the action was work-
related, the nature of the act, or circumstances that adversely affect attendance
or performance. Any disciplinary action is not dependent upon the disposition of
any case in court.

You are expected to be on the job, ready to work, when scheduled. Inability to
report to work as scheduled as a result of an arrest may lead to disciplinary
action, up to and including termination of employment, for violation of an
attendance policy or job abandonment.

Any disciplinary action taken will be based on information reasonably available.

This information may come from witnesses, police, or any other source as long
as management has reason to view the source as credible.

23.2 Disciplinary Process

Violation of Marchesini Group USA policies or procedures may result in

disciplinary action including demotion, transfer, leave without pay, or termination
of employment. The Company encourages a system of progressive discipline
depending on the type of prohibited conduct. However, the Company is not
required to engage in progressive discipline and may discipline or terminate
employees who violate the rules of conduct, or where the quality or value of
their work fails to meet expectations at any time. Again, any attempt at
progressive discipline does not imply that your employment is anything other
than on an "at-will" basis.

In appropriate circumstances, management will first provide you with a verbal

warning, then with one or more written warnings, and if the conduct is not
sufficiently altered, eventual demotion, transfer, forced leave, or termination of
employment. Your supervisor or the human resource manager will make every
effort possible to allow you to respond to any disciplinary action taken.
Understand that while the Company is concerned with consistent enforcement
of our policies, we are not obligated to follow any disciplinary or grievance
procedure and that depending on the circumstances, you may be disciplined or
terminated without any prior warning or procedure.

23.3 Post-Employment Reference Policy

Marchesini Group USA policy is to confirm dates of employment and job title
only. With written authorization, the Company will confirm compensation.
Forward any requests for employment verification to the human resource
manager.

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24.0 General Policies

24.1 Voicemail, Email, and Internet Policy

This Voicemail/Email/Internet Policy is intended to provide Marchesini Group

USA employees with the guidelines associated with the use of the
voicemail/email/Internet system (the system). This policy applies to all
employees and any others accessing and/or using the system through onsite or
remote terminals.

General Provisions

• The system, and all data transmitted or received through the system, is
the exclusive property of the Company. You should not have any
expectation of privacy in any communication over this system. If you are
permitted to have access to the system, you will be given a voicemail,
email, and/or Internet address and/or access code and will have use of
the system consistent with this policy.
• The Company reserves the right to monitor, intercept, and/or review all
data transmitted, received, or downloaded over the system. Any
individual who is given access to the system is hereby given notice that
the Company will exercise this right periodically, without prior notice and
without the prior consent.
• The interests of the Company in monitoring and intercepting data
include, but are not limited to: protection of Company trade secrets,
proprietary, and similar confidential commercially-sensitive information
(i.e. financial or sales records/reports, marketing or business
strategies/plans, product development, customer lists, patents,
trademarks, etc.); managing the use of the computer system; and/or
assisting employees in the management of electronic data during periods
of absence.
• You should not interpret the use of password protection as creating a
right or expectation of privacy. To protect everyone involved, no one can
have a right or expectation of privacy regarding the receipt, transmission,
or storage of data on the Company voicemail/email/Internet system.

Any employees who violate this policy will be subject to corrective action, up to
and including termination of employment. If necessary, the Company will also
advise law enforcement officials of any illegal conduct.

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25.0 Benefits

25.1 Emergency Responders Leave

An employee who serves as a volunteer firefighter, as a county or municipal

volunteer for the Office of Emergency Management who responds to fire or
emergency calls, or as part of a volunteer first aid, rescue or emergency squad
will receive unpaid leave for missing work due to responding to a qualified
emergency.

A qualified emergency includes responding to a state of emergency declared by

the President of the United States or Governor of this state, or being actively
engaged in responding to an emergency alarm.

Employees must notify the company at least one hour prior to his/her scheduled
shift that they are responding to an emergency and will be absent from work.
Upon return, employees must provide a copy of the incident report and
certification by the incident commander or other official confirming that the
employee was actively engaged and necessary for the emergency response.
The report should set forth the date and time the volunteer was relieved of
emergency service duties.

If an employee will miss more than one consecutive day of work due to
emergency volunteer service, the employee must notify the company each day
in advance of his/her shift.

Although the company will not require the employee to use otherwise available
paid time off, the employee may choose to do so.

Essential employees may be denied leave under this policy as permitted by state
law.

Exempt employees may be provided time off with pay when necessary to comply
with state and federal wage and hour laws.

25.2 Family Leave Insurance

New Jersey's Family Leave Insurance (FLI) program provides eligible

employees with up to six weeks of partial wage replacement in a 12-month
period to bond with a newborn or newly adopted child within 12 months of the
birth or adoption, or to care for a covered family member (child, parent, spouse,
domestic partner, or civil union partner) with a serious health condition. Eligible
employees include those who have worked 20 or more calendar weeks in
covered employment and meet the wage requirements of the state plan.

FLI provides a monetary benefit and is financed by worker payroll deductions.

The FLI program does not offer a leave entitlement, and employees taking FLI
are not guaranteed job restoration under the FLI program. FLI benefits may run
concurrently with leave taken under the Family and Medical Leave Act or the

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New Jersey Family Leave Law where applicable.

To claim FLI benefits for leave taken to bond with a newborn or newly adopted
child, you must provide your supervisor or the human resource manager with at
least 30 days' notice prior to beginning the family leave. Failure to provide this
notice may result in a 14-day reduction in your maximum FLI benefits
entitlement for the 12-month period, unless the leave time is unforeseeable or
changes for unforeseeable reasons. If you are taking intermittent leave for
bonding, you must take the leave in a period of seven days or more. You and
Marchesini Group USA must both agree to the intermittent schedule.

To claim FLI benefits for leave taken to care for a seriously ill family member on
a continuous, non-intermittent basis, you must provide the Company with prior
notice of the family leave in a reasonable and practicable manner, unless the
need for leave is due to an emergency or other unforeseen circumstance.

To claim FLI benefits for leave taken to care for a seriously ill family member on
an intermittent basis, you must provide the Company with at least 15 days'
notice prior to beginning the intermittent family leave unless the need for leave
is due to an emergency or other unforeseen circumstance.

For information about FLI benefits including eligibility requirements for FLI
benefits or to file a claim, visit the New Jersey Department of Labor and
Workforce Development website
(http://www.nj.gov/labor/http://www.nj.gov/labor/). For additional information,
speak with your supervisor or the human resource manager.

25.3 Health Insurance

Eligible full-time and part-time employees (employees work regularly work more
than 25 hours per week) may enroll in a single, a single plus one dependent, or
a family contract immediately upon hire. Eligibility may be defined by state law
and/or by the insurance contract.

Information and enrollment forms may be obtained from the human resource
manager.

To assist you with the cost of this insurance, our company pays a portion of a
single, a single plus one dependent, or a family contract. You are responsible
for paying the balance through payroll deduction.

Participating employees are also covered under our medical insurance plan's
life insurance, dental insurance, prescription drug and vision care programs.
Plan details and eligibility requirements may be obtained from the human
resource manager. Refer to the actual plan document and summary plan
description if you have specific questions regarding this benefit plan. Those
documents are controlling.

Upon discharge you may be entitled to continuation or conversion of the group

medical insurance plan in accordance with the terms of the policy and/or

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applicable state and federal law. For more information, contact the human
resource manager.

25.4 Jury Duty Leave

Marchesini Group USA encourages employees to fulfill their civic duties related
to jury duty. If you are summoned for jury duty, notify your supervisor or the
human resource manager as soon as possible to make scheduling
arrangements.

If you are classified as exempt, you will not incur any deduction in pay for a
partial week's absence due to jury duty. If you are classified as nonexempt, you
will not be compensated for time spent on jury duty. You may opt to
use vacation in place of unpaid leave.

The Company reserves the right to require employees to provide proof of jury
duty service to the extent authorized by law.

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

25.5 New Jersey Safe Act Leave

Under the New Jersey Security and Financial Empowerment Act (NJ SAFE
Act), Marchesini Group USA is required to provide up to 20 days of unpaid
leave to employees who are victims of domestic violence or sexual assault, or
whose child, parent, spouse, domestic partner, or civil union partner is a victim.

Eligibility

To be eligible, you must have worked at least 1,000 hours during the
immediately preceding 12-month period.

Use of Leave

You may use leave under the NJ SAFE Act for the purpose of engaging in any
of the following activities as they relate to an incident of domestic violence or a
sexually violent offense:

1. Seeking medical attention for, or recovering from, physical or

psychological injuries caused by domestic or sexual violence to you or
your child, parent, spouse, domestic partner, or civil union partner.
2. Obtaining services from a victim services organization for yourself or
your child, parent, spouse, domestic partner, or civil union partner.
3. Obtaining psychological or other counseling for yourself or your child,
parent, spouse, domestic partner, or civil union partner.
4. Participating in safety planning, temporarily or permanently relocating, or
taking other actions to increase the safety from future domestic violence
or sexual violence or to ensure the economic security of yourself or your
child, parent, spouse, domestic partner, or civil union partner.

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 5. Seeking legal assistance or remedies to ensure the health and safety of
yourself or your child, parent, spouse, domestic partner, or civil union
partner, including preparing for or participating in any civil or criminal
legal proceeding related to or derived from domestic violence or sexual
violence.
6. Attending, participating in, or preparing for a criminal or civil court
proceeding relating to an incident of domestic or sexual violence of which
you or your child, parent, spouse, domestic partner, or civil union partner,
was a victim.

You must use leave under the NJ SAFE Act in the 12-month period immediately
following an instance of domestic violence or a sexually violent offense. The
unpaid leave may be taken intermittently in intervals of no less than one day.
The unpaid leave will run concurrently with any paid vacation leave, personal
leave, or medical or sick leave that you elect to use or which the Company may
require you to use during any part of the 20-day period of unpaid leave. If you
request leave for a reason covered by both the NJ SAFE Act and the Family
Leave Act, or the federal Family and Medical Leave Act, the leave will count
simultaneously against your entitlement under each respective law.

Notice

Provide reasonable written notice of the need for leave. The Company may
require you to provide documentation supporting the need for leave. The
Company will treat such documentation as confidential, unless disclosure is
voluntarily authorized in writing by you or is authorized by a federal or state law,
rule, or regulation.

Retaliation

The Company will not retaliate against employees for requesting or taking leave
in accordance with this policy or refusing to authorize the release of information
deemed confidential under the NJ SAFE Act.

25.6 Paid Sick Leave

Marchesini Group USA provides paid sick time in accordance with New Jersey's
Paid Sick Leave Act.

Eligibility

All New Jersey employees are eligible for paid sick leave.

Amount of Leave and Usage

Effective October 29, 2018, eligible employees will be provided 40 hours of paid
sick leave at the beginning of each benefit year. For purposes of this policy, the
benefit year is the calendar year.

You may begin using sick leave after you have worked for the Company for 120

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days and may not use more than 40 hours of paid sick leave in a benefit year.
Paid sick leave may be used for the following reasons:

1. Time needed for diagnosis, care, treatment of, or recovery from a mental
or physical illness, injury, or other adverse health condition, or for your
own preventative medical care;
2. Time needed to aid or care for a member of your family during diagnosis,
care, treatment of, or recovery from the family member's mental or
physical illness, injury, or other adverse health condition, or during the
family member's preventative medical care;
3. Absence necessary due to circumstances resulting from you or a family
member having been a victim of domestic or sexual violence, if the leave
allows you to obtain — for yourself or the family member — medical
attention needed to recover from physical or psychological injury or
disability caused by domestic or sexual violence; services from a
designated domestic violence agency or other victim services
organization; psychological or other counseling; relocation; or legal
services, including obtaining a restraining order or preparing for, or
participating in, any civil or criminal proceeding related to the domestic or
sexual violence;
4. Time during which you are not able to work because of a workplace
closure, or a closure of your child's school or place of care, by order of a
public official due to an epidemic or other public health emergency, or
because of the issuance by a public health authority of a determination
that your or your family member's presence in the community would
jeopardize the health of others; or
5. Time needed in connection with your child to attend a school-related
conference, meeting, function, or other event requested or required by a
school administrator, teacher, or other professional staff member
responsible for the child's education, or to attend a meeting regarding
care provided to your child in connection with his or her health condition
or disability.

Family members include:

• Your child, grandchild, sibling, spouse, domestic partner, civil union

partner, parent, or grandparent.
• Your spouse, domestic partner, or civil union partner of a parent or
grandparent.
• A sibling of your spouse, domestic partner, or civil union partner.
• Any other individual related by blood to you or whose close association
with you is the equivalent of a family relationship.

Carryover

You may carry over up to 40 hours of unused paid sick leave to the following
year; however, you may only use 40 hours of paid sick leave in any given
benefit year.

The Company may choose to pay employees for their unused sick leave in the
final month of the benefit year.

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Compensation

You will be compensated for paid sick leave at your regular rate of pay.

Notice

If the need for paid sick time is foreseeable, you must provide seven days'
advance notice and make reasonable efforts to schedule the leave so that it
does not unduly disrupt Company operations. Where the need for leave is
unforeseeable, provide notice as soon as practicable to your direct supervisor
or the HR department before the start of each working day.

If you are absent for three or more consecutive days, you may be requested to
provide reasonable documentation showing that the leave is being taken for
permitted purposes. Reasonable documentation includes:

• For leave taken as described in bullets (1) and (2) above, documentation
signed by the health care professional treating you or your family
member showing the need for leave and, if possible, the number of days
of leave needed.
• For leave taken as described in bullet (3), medical documentation; a law
enforcement agency record or report; a court order; documentation that
the perpetrator of the domestic or sexual violence has been convicted of
a domestic or sexual violence offense; certification from a certified
Domestic Violence Specialist or a representative of a designated
domestic violence agency or other victim services organization; or other
documentation or certification provided by a social worker, counselor,
member of the clergy, shelter worker, health care professional, attorney,
or other professional who has assisted you or your family member in
dealing with the domestic or sexual violence.
• For leave taken as described in bullet (4), a copy of the order of the
public official or the determination by the health authority.

Paid sick leave will run concurrently with the federal Family and Medical Leave
Act and/or other leaves where permitted under state and federal law.

Payment upon Termination

You will not be paid for any unused paid sick leave when your employment
ends.

Transfers

If you transfer to another division, entity, or location, you are entitled to all
previously unused paid sick leave and may use it as described in this policy.

Reinstatement of Sick Leave upon Rehire

The Company will reinstate previously unused paid sick leave if you separate
and are rehired within six months.

Retaliation

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The Company will not retaliate against employees who request or take leave in
accordance with this policy.

25.7 Temporary Disability Insurance

If you are unable to work for more than seven consecutive days due to a non-
work-related illness or injury, or a pregnancy-related disability, you may be
eligible for temporary disability insurance (TDI) benefits. TDI provides eligible
employees with up to 26 weeks of partial wage replacement benefits in a year,
as specified under the law.

To file a claim for benefits, contact HR or your supervisor or the human

resource manager. You must file a claim for benefits within 30 days of
becoming disabled. If you file a claim more than 30 days after the start of your
disability, all or some benefits may be forfeited.

For additional information on the Marchesini Group USA plan, contact HR or

your supervisor or the human resource manager Learn more about the New
Jersey Temporary Disability Insurance law from the New Jersey Department of
Labor and Workforce Development website
(http://www.nj.gov/labor/http://www.nj.gov/labor/).

25.8 Vacation Policy

Full-time employees are eligible for paid vacation time.

Vacation is calculated according to the calendar year. Vacation benefits do not

accrue during the first six months of employment. Beginning in the employee's
seventh month of employment the employee will earn 1.25 days of paid
vacation for each full month of employment up to a maximum of 15 days per
year.

Part-time employees are not eligible for paid vacation time.

The human resource manager will inform you of the amount of vacation and the
date on which you become eligible. Thereafter, you receive vacation as follows:

After 10 years of service, you will receive an additional 3 days of paid vacation.
You will earn 1.50 days of paid vacation for each full month of employment up
to a maximum of 18 days per year.

After 20 years of service, you will receive an additional 2 days of paid vacation.
You will earn 1.67 days of paid vacation for each full month of employment up
to a maximum of 20 days per year.

Vacation time must be taken during the year accrued.

Submit vacation requests in writing at least two weeks in advance to your direct
supervisor. Vacation days can be taken in full day increments only. Final
approval will be granted by the human resource manager. When possible,

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vacation requests are granted, taking into account operating requirements.
Length of employment may determine priority in scheduling vacation times.

Vacation time is given to employees so that they are better able to perform their
jobs when they return. For this reason, we require employees to take their
vacation and we do not permit employees to take pay in lieu of time off.
Vacation cannot be carried over to the following year.

Upon discharge, eligible employees will be paid for accrued but unused
vacation.

25.9 Voting Leave

If your work schedule prevents you from voting on Election Day, Marchesini
Group USA will allow you a reasonable time off to vote. The time when you can
go to vote will be at the discretion of your supervisor or the human resource
manager, consistent with applicable legal requirements.

25.10 Witness Leave

Employees are given the necessary time off without pay to attend, participate or
prepare for a court proceeding. We ask that you notify your supervisor, the
human resource manager and the executive vice president of the need to take
witness leave as far in advance as is possible.

Exempt employees may be provided time off with pay when necessary to comply
with state and federal wage and hour laws.

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26.0 Safety and Loss Prevention

26.1 Drug and Alcohol Policy

Marchesini Group USA considers drug and alcohol abuse a serious matter that
will not be tolerated. The Company absolutely prohibits employees from using,
selling, possessing, or being under the influence of illegal drugs, alcohol, or a
controlled substance or prescription drug not medically authorized while at their
job, on Company property, or while on work time.

Therefore, it is Company policy that:

1. You may not report to work under the influence of alcohol, illegal drugs,
or any controlled substance or prescription drug not medically
authorized.
2. You may not possess or use alcohol, illegal drugs, or any controlled
substance or prescription drug not medically authorized while on
company property or on company business.

We also caution against use of prescribed or over-the-counter medication,

which can affect your ability to perform your job safely, or the use of prescribed
or over-the-counter medication in a manner violating the recommended dosage
or instructions from the doctor. You must have a valid prescription for any
prescription medication used while working for the Company. Inform your
supervisor or the human resource manager prior to working under the influence
of a prescribed or over-the-counter medication that may affect your ability to
perform your job safely. If the Company determines that the prescribed or over-
the-counter medication does not pose a safety risk, you will be allowed to work.
Failure to comply with these guidelines concerning prescription or over-the-
counter medication may result in disciplinary action, up to and including
termination of employment.

A violation of this policy will result in disciplinary action, up to and including

termination of employment.

26.2 Nonsmoking Policy

Marchesini Group USA is concerned about the effect that smoking and
secondhand smoke inhalation can have on its employees and clients. Smoking
in the office, client areas, and restrooms is prohibited.

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 North Carolina Policies

27.0 Welcome

27.1 At-Will Employment

Your employment with Marchesini Group USA is on an "at-will" basis. This

means your employment may be terminated at any time, with or without notice
and with or without cause. Likewise, we respect your right to leave the
Company at any time, with or without notice and with or without cause.

Nothing in this handbook or any other Company document should be

understood as creating a contract, guaranteed or continued employment, a right
to termination only "for cause," or any other guarantee of continued benefits or
employment. Only the executive vice president has the authority to make
promises or negotiate with regard to guaranteed or continued employment, and
any such promises are only effective if placed in writing and signed by the
executive vice president.

If a written contract between you and the Company is inconsistent with this
handbook, the written contract is controlling.

Nothing in this handbook will be interpreted, applied, or enforced to interfere

with, restrain, or coerce employees in the exercise of their rights under Section
7 of the National Labor Relations Act.

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28.0 Introductory Language and Policies

28.1 Revisions to Handbook

This handbook is our attempt to keep you informed of the terms and conditions
of your employment, including Marchesini Group USA policies and procedures.
The handbook is not a contract. The Company reserves the right to revise, add,
or delete from this handbook as we determine to be in our best interest, except
the policy concerning at-will employment. When changes are made to the
policies and guidelines contained herein, we will endeavor to communicate
them in a timely fashion, typically in a written supplement to the handbook or in
a posting on company bulletin boards.

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29.0 Hiring and Orientation Policies

29.1 Disability Accommodation

Marchesini Group USA complies with the Americans with Disabilities Act (ADA),
the Pregnancy Discrimination Act, and all applicable state and local fair
employment practices laws, and is committed to providing equal employment
opportunities to qualified individuals with disabilities, including disabilities
related to pregnancy, childbirth, and related conditions. Consistent with this
commitment, the Company will provide reasonable accommodation to otherwise
qualified individuals where appropriate to allow the individual to perform the
essential functions of the job, unless doing so would create an undue hardship
on the business.

If you require an accommodation because of your disability, it is your

responsibility to notify your supervisor or the human resource manager. You
may be asked to include relevant information such as:

• A description of the proposed accommodation.

• The reason you need an accommodation.
• How the accommodation will help you perform the essential functions of
your job.

After receiving your request, the Company will engage in an interactive dialogue
with you to determine the precise limitations of your disability and explore
potential reasonable accommodations that could overcome those limitations.
Where appropriate, we may need your permission to obtain additional
information from your medical provider. All medical information received by the
Company in connection with a request for accommodation will be treated as
confidential.

The Company encourages you to suggest specific reasonable accommodations

that you believe would allow you to perform your job. However, the Company is
not required to make the specific accommodation requested by you and may
provide an alternative accommodation, to the extent any reasonable
accommodation can be made without imposing an undue hardship on the
Company.

If leave is provided as a reasonable accommodation, such leave may run

concurrently with leave under the federal Family and Medical Leave Act and/or
any other leave where permitted by state and federal law.

The Company will not discriminate or retaliate against employees for requesting
an accommodation.

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29.2 EEO Statement and Nonharassment Policy

Equal Opportunity Statement

Marchesini Group USA is committed to the principles of equal employment. We

are committed to complying with all federal, state, and local laws providing
equal employment opportunities, and all other employment laws and
regulations. It is our intent to maintain a work environment that is free of
harassment, discrimination, or retaliation because of sex, gender, race, religion,
color, national origin, physical or mental disability, genetic information, marital
status, age, sexual orientation, gender identity, AIDS/HIV status, military
service, veteran status, or any other status protected by federal, state, or local
laws. The Company is dedicated to the fulfillment of this policy in regard to all
aspects of employment, including but not limited to recruiting, hiring, placement,
transfer, training, promotion, rates of pay, and other compensation, termination,
and all other terms, conditions, and privileges of employment.

The Company will conduct a prompt and thorough investigation of all allegations
of discrimination, harassment, or retaliation, or any violation of the Equal
Employment Opportunity Policy in a confidential manner. The Company will
take appropriate corrective action, if and where warranted. The Company
prohibits retaliation against employees who provide information about, complain
about, or assist in the investigation of any complaint of discrimination or
violation of the Equal Employment Opportunity Policy.

We are all responsible for upholding this policy. You may discuss questions
regarding equal employment opportunity with your supervisor or the human
resource manager or any other designated member of management.

Policy Against Workplace Harassment

Marchesini Group USA has a strict policy against all types of workplace
harassment, including sexual harassment and other forms of workplace
harassment based upon an individual's sex, gender, race, religion, color,
national origin, physical or mental disability, genetic information, marital status,
age, sexual orientation, gender identity, AIDS/HIV status, military service,
veteran status, or any other status protected by federal, state, or local laws. All
forms of harassment of, or by, employees, vendors, visitors, customers, and
clients are strictly prohibited and will not be tolerated.

Sexual Harassment

Sexual harassment is defined as unwelcome sexual advances, requests for

sexual favors, and other verbal or physical conduct of a sexual nature when (1)
submission to such conduct is made either explicitly or implicitly as a term or
condition of an individual's employment; (2) submission to, or rejection of such
conduct by an individual is used as the basis for employment decisions affecting
such individual; or (3) such conduct has the purpose or effect of unreasonably
interfering with an individual's work performance or creating an intimidating,
hostile, or offensive work environment.

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While it is not possible to identify every act that constitutes or may constitute
sexual harassment, the following are some examples of sexual harassment:

• Unwelcome requests for sexual favors;

• Lewd or derogatory comments or jokes;
• Comments regarding sexual behavior or the body of another;
• Sexual innuendo and other vocal activity such as catcalls or whistles;
• Obscene letters, notes, emails, invitations, photographs, cartoons,
articles, or other written or pictorial materials of a sexual nature;
• Repeated requests for dates after being informed that interest is
unwelcome;
• Retaliating against another for refusing a sexual advance or reporting an
incident of possible sexual harassment to the Company or any
government agency;
• Offering or providing favors or employment benefits such as promotions,
favorable evaluations, favorable assigned duties or shifts, etc., in
exchange for sexual favors; and
• Any unwanted physical touching or assaults, or blocking or impeding
movements.

Other Harassment

Other workplace harassment is verbal or physical conduct that insults or shows

hostility or aversion towards an individual because of the individual's sex,
gender, race, religion, color, national origin, physical or mental disability, genetic
information, marital status, age, sexual orientation, gender identity, AIDS/HIV
status, military service, veteran status, or any other status protected by federal,
state, or local laws.

Again, while it is not possible to list all the circumstances that may constitute
other forms of workplace harassment, the following are some examples of
conduct that may constitute workplace harassment:

• The use of disparaging or abusive words or phrases, slurs, negative

stereotyping, or threatening, intimidating, or hostile acts that relate to the
above protected categories;
• Written or graphic material that insults, stereotypes, or shows aversion or
hostility towards an individual or group because of one of the above
protected categories and that is placed on walls, bulletin boards, email,
voicemail, or elsewhere on our premises, or circulated in the workplace;
and
• A display of symbols, slogans, or items that are associated with hate or
intolerance towards any select group.

Reporting Discrimination and Harassment

If you feel that you have witnessed or have been subjected to any form of
discrimination or harassment, immediately notify the human resource manager
or any member of management.

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The Company prohibits retaliation against employees who, based on a
reasonable belief, provide information about, complain, or assist in the
investigation of any complaint of harassment or discrimination.

We will promptly and thoroughly investigate any claim and take appropriate
action where we find a claim has merit. To the extent possible, we will retain the
confidentiality of those who report suspected or alleged violations of the
harassment policy.

Discipline for violation of this policy may include, but is not limited to, reprimand,
suspension, demotion, transfer, and discharge. If the Company determines that
harassment or discrimination occurred, corrective action will be taken to
effectively end the harassment. As necessary, the Company may monitor any
incident of harassment or discrimination to assure the inappropriate behavior
has stopped. In all cases, the Company will follow up as necessary to ensure
that no individual is retaliated against for making a complaint or cooperating
with an investigation.

29.3 Religious Accommodation

Marchesini Group USA is dedicated to treating its employees equally and with
respect and recognizes the diversity of their religious beliefs. All employees may
request an accommodation when their religious beliefs cause a deviation from
the Company dress code or the individual's schedule, basic job duties, or other
aspects of employment. The Company will consider the request, but reserves
the right to offer its own accommodation to the extent permitted by law. Some,
but not all, of the factors that will be considered are cost, the effect that an
accommodation will have on current established policies, and the burden on
operations — including other employees — when determining a reasonable
accommodation. At no time will the Company question the validity of a person's
belief.

If you require a religious accommodation, speak with the human resource

manager.

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30.0 Wage and Hour Policies

30.1 Accommodations for Nursing Mothers

Marchesini Group USA will provide nursing mothers reasonable break time to
express milk for their infant child(ren) for up to one year following the child's
birth.

If you are nursing, you will be provided with a space, other than a restroom, that
is shielded from view and free from intrusion from co-workers and the public.

Expressed milk can be stored in company refrigerators. Sufficiently mark or

label your milk to avoid confusion for other employees who may share the
refrigerator.

Break time should, if possible, be taken concurrently with any other break time
already provided. If you are nonexempt, clock out for any time taken that does
not run concurrently with normally scheduled rest periods, and such time will be
paid in accordance with federal law.

You are encouraged to discuss the length and frequency of these breaks with
your supervisor or the human resource manager.

No provision of this policy applies, or will be enforced, if it conflicts with or is

superseded by any requirement or prohibition contained in a federal, state, or
local law, or regulation.

30.2 Meal and Rest Periods

Marchesini Group USA strives to provide a safe and healthy work environment
and complies with all federal and state regulations regarding meal and rest
periods. A one hour, paid meal break should be taken each day. The Company
requests that employees accurately observe and record meal and rest periods.
If you know in advance that you may not be able to take your scheduled break
or meal period, let your supervisor or the human resource manager know; in
addition, notify your supervisor or the human resource manager as soon as
possible if you were unable to or prohibited from taking a meal or rest period.

30.3 Overtime

If you are nonexempt, you may qualify for overtime pay. All overtime must be
approved in advance, in writing, by your supervisor or the human resource
manager.

At certain times Marchesini Group USA may require you to work overtime. We
will attempt to give as much notice as possible in this instance. However,
advance notice may not always be possible. Failure to work overtime when
requested or working unauthorized overtime may result in discipline, up to and
including discharge.

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Unless otherwise required or exempted by law, overtime pay of one and one-
half times your regular rate of pay is paid for any hours worked in excess of 40
hours in a workweek. Holidays, vacation days, and sick leave days do not count
as time worked for computing overtime.

30.4 Pay Period

At Marchesini Group USA, the standard pay period is biweekly for all
employees. Pay dates are Wednesday. If a pay period falls on a holiday, you
will be paid on the preceding workday. Special provisions may be required from
time to time if holidays fall on pay dates. Check with the controller if this type of
date arises.

Review your paycheck for accuracy. If you find an issue, report it to the
controller immediately.

30.5 Paycheck Deductions

Marchesini Group USA is required by law to make certain deductions from your
pay each pay period. This includes income and unemployment taxes, Federal
Insurance Contributions Act (FICA) contributions (Social Security and
Medicare), and any other deductions required under law or by court order for
wage garnishments. The amount of your tax deductions will depend on your
earnings and the number of exemptions you list on your federal Form W-4 and
applicable state withholding form. You may also authorize voluntary deductions
from your paycheck, including contributions for insurance premiums, retirement
plans, spending accounts, or other services. Your deductions will be reflected in
your wage statement.

The Company will not make deductions to your pay that are prohibited by
federal, state, or local law. If you have any questions about deductions from
your pay, contact your supervisor or the human resource manager. You will be
reimbursed in full for any isolated, inadvertent, or improper deductions, as
defined by law. If an error is found, you will receive an immediate adjustment,
which will be paid no later than your next regular payday.

30.6 Recording Time

Federal and state laws require Marchesini Group USA to keep accurate records
of hours worked by nonexempt (hourly) employees. All nonexempt employees
are required to enter their hours worked accurately, including all lunch periods
and any rest periods of more than 20 minutes. Non-exempt employees must
record their hours on time sheets. Give them to the controller bi-weekly.

You are required to notify the Company of any pay discrepancies, unrecorded
or misrecorded work hours, or any involuntary missed meal or break periods.

Do not complete the time sheet of any other employees or request that they do

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so for you. Be sure to indicate your days off. Any changes to your time card
must be approved of and initialed by your supervisor or the human resource
manager.

Falsification of time records or recording time for other employees may result in
discipline up to and including termination of employment.

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31.0 Performance, Discipline, Layoff, and Termination

31.1 Criminal Activity/Arrests

Involvement in criminal activity during employment, whether on or off

Marchesini Group USA property, may result in disciplinary action including
suspension or termination of employment. Disciplinary action depends upon a
review of all factors involved, including whether or not the action was work-
related, the nature of the act, or circumstances that adversely affect attendance
or performance. Any disciplinary action is not dependent upon the disposition of
any case in court.

You are expected to be on the job, ready to work, when scheduled. Inability to
report to work as scheduled as a result of an arrest may lead to disciplinary
action, up to and including termination of employment, for violation of an
attendance policy or job abandonment.

Any disciplinary action taken will be based on information reasonably available.

This information may come from witnesses, police, or any other source as long
as management has reason to view the source as credible.

31.2 Disciplinary Process

Violation of Marchesini Group USA policies or procedures may result in

disciplinary action including demotion, transfer, leave without pay, or termination
of employment. The Company encourages a system of progressive discipline
depending on the type of prohibited conduct. However, the Company is not
required to engage in progressive discipline and may discipline or terminate
employees who violate the rules of conduct, or where the quality or value of
their work fails to meet expectations at any time. Again, any attempt at
progressive discipline does not imply that your employment is anything other
than on an "at-will" basis.

In appropriate circumstances, management will first provide you with a verbal

warning, then with one or more written warnings, and if the conduct is not
sufficiently altered, eventual demotion, transfer, forced leave, or termination of
employment. Your supervisor or the human resource manager will make every
effort possible to allow you to respond to any disciplinary action taken.
Understand that while the Company is concerned with consistent enforcement
of our policies, we are not obligated to follow any disciplinary or grievance
procedure and that depending on the circumstances, you may be disciplined or
terminated without any prior warning or procedure.

31.3 Post-Employment Reference Policy

Marchesini Group USA policy is to confirm dates of employment and job title
only. With written authorization, the Company will confirm compensation.
Forward any requests for employment verification to the human resource
manager.

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32.0 General Policies

32.1 Voicemail, Email, and Internet Policy

This Voicemail/Email/Internet Policy is intended to provide Marchesini Group

USA employees with the guidelines associated with the use of the
voicemail/email/Internet system (the system). This policy applies to all
employees and any others accessing and/or using the system through onsite or
remote terminals.

General Provisions

• The system, and all data transmitted or received through the system, is
the exclusive property of the Company. You should not have any
expectation of privacy in any communication over this system. If you are
permitted to have access to the system, you will be given a voicemail,
email, and/or Internet address and/or access code and will have use of
the system consistent with this policy.
• The Company reserves the right to monitor, intercept, and/or review all
data transmitted, received, or downloaded over the system. Any
individual who is given access to the system is hereby given notice that
the Company will exercise this right periodically, without prior notice and
without the prior consent.
• The interests of the Company in monitoring and intercepting data
include, but are not limited to: protection of Company trade secrets,
proprietary, and similar confidential commercially-sensitive information
(i.e. financial or sales records/reports, marketing or business
strategies/plans, product development, customer lists, patents,
trademarks, etc.); managing the use of the computer system; and/or
assisting employees in the management of electronic data during periods
of absence.
• You should not interpret the use of password protection as creating a
right or expectation of privacy. To protect everyone involved, no one can
have a right or expectation of privacy regarding the receipt, transmission,
or storage of data on the Company voicemail/email/Internet system.

Any employees who violate this policy will be subject to corrective action, up to
and including termination of employment. If necessary, the Company will also
advise law enforcement officials of any illegal conduct.

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33.0 Benefits

33.1 Disaster Response Leave

An employee who serves as a member of a volunteer fire department, rescue

squad, or emergency medical service agency who is called into service after the
Governor or General Assembly proclaims a state of disaster, will receive unpaid
leave. The company reserves the right to limit the amount of leave if the
employee's services are required to address an on-going emergency or disaster
relief activities within the company.

Although the company will not require the employee to use otherwise available
paid time off, the employee may choose to do so.

Employees taking leave must present the company with a letter from the Director
of the Division of Emergency Management or the head of the local emergency
management agency requesting the services of the employee.

Exempt employees may be provided time off with pay when necessary to comply
with state and federal wage and hour laws.

33.2 Domestic Violence Leave

The company will grant reasonable leave from work without pay to employees
who require time away from work in order to pursue legal action to protect
themselves from domestic violence. For the purposes of this policy, domestic
violence occurs when an employee or a minor child residing with, or in the
custody of, the employee is subject to actual or threatened physical harm,
including sexual offenses, by a current or former spouse, a person of the opposite
sex who lives with (or lived with) the employee, a parent, a party who stands in
loco parentis to the minor child, a grandparent, a person who has a child in
common with the employee, a current or former household member, or a person
of the opposite sex who is in a dating relationship with the employee, or who is a
victim of stalking as defined by N.C.G.S. § 14-277.3.

The company may require an employee who takes leave under this policy to
submit documentation to support the employee's request for leave.

When feasible, affected employees must provide the company with advance
notice of the need for leave. If an employee is not able to provide advance notice
of the need for leave, the company may require the employee to provide
documentation of the emergency(ies) that prevented the employee from
providing advance notice.

Exempt employees who take leave under the policy may be provided time off
with pay when necessary to comply with state and federal wage and hour laws.
Leave

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33.3 Health Insurance

Eligible full-time and part-time employees (employees work regularly work more
than 25 hours per week) may enroll in a single, a single plus one dependent, or
a family contract immediately upon hire. Eligibility may be defined by state law
and/or by the insurance contract.

Information and enrollment forms may be obtained from the human resource
manager.

To assist you with the cost of this insurance, our company pays a portion of a
single, a single plus one dependent, or a family contract. You are responsible
for paying the balance through payroll deduction.

Participating employees are also covered under our medical insurance plan's
life insurance, dental insurance, prescription drug and vision care programs.
Plan details and eligibility requirements may be obtained from the human
resource manager. Refer to the actual plan document and summary plan
description if you have specific questions regarding this benefit plan. Those
documents are controlling.

Upon discharge you may be entitled to continuation or conversion of the group

medical insurance plan in accordance with the terms of the policy and/or
applicable state and federal law. For more information, contact the human
resource manager.

33.4 Jury Duty Leave

Marchesini Group USA encourages employees to fulfill their civic duties related
to jury duty. If you are summoned for jury duty, notify your supervisor or the
human resource manager as soon as possible to make scheduling
arrangements.

If you are classified as exempt, you will not incur any deduction in pay for a
partial week's absence due to jury duty. If you are classified as nonexempt, you
will not be compensated for time spent on jury duty. You may opt to
use vacation in place of unpaid leave.

The Company reserves the right to require employees to provide proof of jury
duty service to the extent authorized by law.

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

33.5 School Visitation Leave Policy

If you are the parent, guardian, or person standing in loco parentis of a school-
aged child, Marchesini Group USA will provide you up to four hours of time off
per year to attend or otherwise be involved at the child's school.

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You and your supervisor or the human resource manager must mutually agree
to the scheduling of leave.

Submit a written request for leave at least 48 hours in advance of the requested
absence. You may be required to provide documentation from the child's school
verifying that you were involved at the school during the leave time.

Leave under this policy will be unpaid; however, exempt employees may be
paid as required by law.

The Company will not retaliate against employees who request or take leave in
accordance with this policy.

33.6 Victims of Crime Leave

The company will grant reasonable leave from work without pay to employees
who require time away from work in order to pursue protective orders and civil no
contact orders to protect themselves against nonconsensual sexual conduct and
stalking as defined by N.C.G.S. § 14-277.3.

The company may require an employee who takes leave under this policy to
submit documentation to support the employee's request for leave.

When feasible, affected employees must provide the company with advance
notice of the need for leave. If an emergency prevents an employee from
providing advance notice of the need for leave, the company may require the
employee to provide documentation of the event(s) that prevented the employee
from providing advance notice.

Exempt employees who take leave under this policy may be provided time off
with pay when necessary to comply with state and federal wage and hour laws.

33.7 Vacation Policy

Vacation is paid to regular full-time Marchesini Group USA employees as

follows:

Vacation benefits do not accrue during the first six months of employment.
Beginning in the employee's seventh month of employment the employee will
earn 1.25 days of paid vacation for each full month of employment up to a
maximum of 15 days per year.

After 10 years of service, you will receive an additional 3 days of paid vacation.
You will earn 1.50 days of paid vacation for each full month of employment up
to a maximum of 18 days per year.

After 20 years of service, you will receive an additional 2 days of paid vacation.
You will earn 1.67 days of paid vacation for each full month of employment up
to a maximum of 20 days per year.

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Vacation time must be taken during the year accrued.

To be eligible for paid vacation, you must work your last scheduled day before
the vacation and the first scheduled day after the vacation, unless you receive
prior approval from the human resource manager and the executive vice
president.

Vacation time is given to employees so that they are better able to perform their
jobs when they return. For this reason, we require employees to take their
vacation and we do not permit employees to take pay in lieu of time off.
Vacation cannot be carried over to the following year.

Submit vacation requests in writing at least two weeks in advance to your direct
supervisor. Vacation days can be taken in full day increments only. Final
approval will be granted by the human resource manager. When possible,
vacation requests are granted, taking in to account operating requirements.
Length of employment may determine priority in scheduled vacation times.

Once an employee has earned his or her full vacation credit for the year, the
employee will not become eligible for any additional time in the subsequent year
except to the extent that the prior vacation time has been used.

In addition, employees who are out on a leave of absence do not accrue

vacation time while they are on their leave.

Upon discharge, eligible employees will be paid for accrued but unused
vacation.

33.8 Voting Leave

If your work schedule prevents you from voting on Election Day, Marchesini
Group USA will allow you a reasonable time off to vote. The time when you can
go to vote will be at the discretion of your supervisor or the human resource
manager.

33.9 Witness Leave

Employees are given the necessary time off without pay to attend, participate or
prepare for a court proceeding. We ask that you notify your supervisor, the
human resource manager and the executive vice president of the need to take
witness leave as far in advance as is possible.

Exempt employees may be provided time off with pay when necessary to comply
with state and federal wage and hour laws.

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34.0 Safety and Loss Prevention

34.1 Drug and Alcohol Policy

Marchesini Group USA considers drug and alcohol abuse a serious matter that
will not be tolerated. The Company absolutely prohibits employees from using,
selling, possessing, or being under the influence of illegal drugs, alcohol, or a
controlled substance or prescription drug not medically authorized while at their
job, on Company property, or while on work time.

Therefore, it is Company policy that:

1. You may not report to work under the influence of alcohol, illegal drugs,
or any controlled substance or prescription drug not medically
authorized.
2. You may not possess or use alcohol, illegal drugs, or any controlled
substance or prescription drug not medically authorized while on
company property or on company business.

We also caution against use of prescribed or over-the-counter medication,

which can affect your ability to perform your job safely, or the use of prescribed
or over-the-counter medication in a manner violating the recommended dosage
or instructions from the doctor. You must have a valid prescription for any
prescription medication used while working for the Company. Inform your
supervisor or the human resource manager prior to working under the influence
of a prescribed or over-the-counter medication that may affect your ability to
perform your job safely. If the Company determines that the prescribed or over-
the-counter medication does not pose a safety risk, you will be allowed to work.
Failure to comply with these guidelines concerning prescription or over-the-
counter medication may result in disciplinary action, up to and including
termination of employment.

A violation of this policy will result in disciplinary action, up to and including

termination of employment.

34.2 Nonsmoking Policy

Marchesini Group USA is concerned about the effect that smoking and
secondhand smoke inhalation can have on its employees and clients. Smoking
in the office, client areas, and restrooms is prohibited.

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 Acknowledgement of Receipt and Review

By signing below, I acknowledge that I have received a copy of the Marchesini

Group USA Employee Handbook (handbook) and that I have read it,
understand it, and agree to comply with it. I understand that the Company has
the maximum discretion permitted by law to interpret, administer, change,
modify, or delete the rules, regulations, procedures, and benefits contained in
the handbook at any time. No statement or representation by a supervisor,
manager, or any other employee, whether oral or written, can supplement or
modify this handbook. Changes can only be made if approved in writing by the
executive vice president of the Company. I also understand that any delay or
failure by the Company to enforce any rule, regulation, or procedure contained
in the handbook does not constitute a waiver on behalf of the Company or effect
the right of the Company to enforce such rule, regulation, or procedure in the
future.

I understand that neither this handbook nor any other communication by a

management representative or other, whether oral or written, is intended in any
way to create a contract of employment. I further understand that, unless I have
a written employment agreement signed by an authorized Company
representative, I am employed "at-will" (to the extent permitted by law) and this
handbook does not modify my "at-will" employment status.

If I am covered by a written employment agreement (signed by an authorized

Company representative) or a collective-bargaining agreement that conflicts
with the terms of this handbook, I understand that the terms of the employment
agreement or collective-bargaining agreement will control.

This handbook is not intended to preclude or dissuade employees from

engaging in legally protected activities under the National Labor Relations Act
(NLRA).

This handbook supersedes any previous handbook or policy statements,

whether written or oral, issued by Marchesini Group USA.

If I have any questions about the content or interpretation of this handbook, I will
contact the executive vice president.

_______________________
Date

________________________________________________
Signature

________________________________________________
Print Name

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